End User License Agreement for FortiGate Virtual Appliance NOTICE TO ALL USERS: PLEASE READ THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT CAREFULLY. FORTINET, INC. IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. BY CLICKING THE ACCEPT BUTTON OR INSTALLING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE, CLICK ON THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE AGREEMENT AND DO NOT INSTALL THE SOFTWARE. IF YOU PURCHASED THE SOFTWARE ON TANGIBLE MEDIA (e.g., CD) WITHOUT THE OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS LICENSE AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE TO THE LOCATION FROM WHICH IT WAS OBTAINED. This End User License Agreement (EULA) is an agreement between you and Fortinet, Inc. ("Fortinet"), which governs your use of this software product. A software license and a license key or "unlock code" ("Software License"), issued to a designated user only by Fortinet or its authorized agents, is required for each computer on which the Software is loaded. Definitions: (a) "Software" means (a) all means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media (including electronic media) with which this Agreement is provided or such contents as are hosted by Fortinet or its distributors, resellers, OEM/MSP partners, or other business partners (collectively "Authorized Partner(s)"), including but not limited to (i) Fortinet or third party computer information or software; (ii) related explanatory materials in printed, electronic, or online form ("Documentation"); and (b) upgrades, modified or subsequent versions and updates (collectively "Updates"), and Software, if any, licensed to you by Fortinet or an Authorized Partner as part of a maintenance contract or service subscription. (b) "Use" means to access, install, download, copy, or otherwise benefit from the Software. (c) "Subscription Period" means the time period in which you will have certain rights under this Agreement to use the software and to receive Updates. The Subscription Period shall begin on the earlier of sixty (60) days after the Software ships from Fortinet or the day you install the Software, and shall last for the period of time set forth in the Documentation or the applicable transaction documentation from the Authorized Partner from which you obtained the Software. If no Subscription Period is provided in the applicable documentation, the default term shall be one (1) year from the date Fortinet shipped the Software. All evaluation copies of the Software shall have a ninety (90) day Subscription Period. 1. Grant of Non-Exclusive License. 1.1 Grant of License. Subject to Fortinet's receipt of the applicable Software license fees, and subject to the terms and conditions of this Agreement, Fortinet grants to you the non-exclusive, revocable, non-transferable, limited right to use the Software subject to any restrictions or usage terms specified on the applicable product packaging included as part of the Documentation, on a single computer running a validly licensed copy of the operating system for which the Software was designed pursuant to a Software License Key. The license granted herein shall be valid only for the period of time as specified in the Subscription Period. The Software may automatically deactivate and become non-operational at the end of the Subscription Period, and you will not be entitled to receive any Updates to the Software unless the Subscription Period is renewed. Notwithstanding the foregoing, for Software which was purchased from an Authorized Partner, certain Software functions may be used (without any right to any Software updates) after termination of the Subscription Period. Any such use of the Software beyond the Subscription period shall continue to be governed by this EULA and may be terminated by Fortinet without notice. 1.2 Software License Key. The Software License Key, which is issued to a designated computer, enables you to use the Software on a single computer system. For volume purchases the Software License Key issued will allow You to use the Software on a the number computers systems equal to the total number of purchased licenses. Except as provided in Section 1.3 below, You may not modify or create derivative copies of the Software or Software License Key. 1.3 Backup Copies of Software. You may make copies of the Software as reasonably necessary for the use authorized above, including as needed for backup and/or archival purposes. You may install the Software on a single computer system and make copies of the Software as necessary only for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software. 2. Intellectual Property Rights Reserved. The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. Fortinet and its suppliers (if any) shall retain all right, title, and interest in and to the Software. Your possession, installation, or Use of the Software does not transfer to you any rights therein. You must not remove or alter any copyright notices on any copies of the Software. This Software copy is licensed, not sold. Furthermore, this EULA does not grant you any rights in connection with any trademarks or service marks of Fortinet. Fortinet reserves all intellectual property rights, including copyrights, and trademark rights. 3. Restrictions on Use. Unless otherwise approved by Fortinet in writing, you may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software to third parties without Fortinet's written approval and subject to written agreement by the recipient of the terms of this EULA. You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. 4. Updates. The license as provided for in Section 1.1 of this EULA is limited to the last version of the Software delivered by Fortinet prior to the expiration of the applicable Subscription Period. Fortinet may provide you with support services related to the Software. Use of any such support services is governed by the Fortinet polices. Any supplemental software code or related materials that Fortinet provides to you as part of the support services is to be considered part of the Software and is subject to the terms and conditions of this EULA. With respect to any technical information you provide to Fortinet as part of the support services, Fortinet may use such information for its business purposes without restriction, including for product support and development. Fortinet will not use such technical information in a form that personally identifies you. After the Subscription Period has expired, you have no further right to receive any Updates without the purchase of a new maintenance contract or service subscription. 5. Termination. This Agreement will terminate immediately and automatically without notice if you breach any provision in this Agreement. Upon termination you must remove all copies of the Software or any part of the Software from any and all computer storage devices and destroy all copies of the Software and documentation. At Fortinet's request, you or your authorized signatory, will certify in writing to Fortinet that all complete and partial copies of the Software have been destroyed and that none remain in your possession or under your control. The provisions of this Agreement, except for the license grant and warranty, will survive termination. 6. Export Restrictions. The Software is subject to the regulations of the United States on export control ( "US Export Administration Regulations"). In the absence of necessary governmental authorizations, the software cannot be exported or re-exported to individuals or entities included on certain lists, or located in certain countries subject to US embargo or subject of trade sanctions. You are solely responsible for any violation of any relevant legal provisions and you confirm you do not appear on the aforementioned restricted lists and are not a resident or citizen of a country subject to a U.S. embargo or subject to US export licensing. 7. NO WARRANTIES. YOU ACCEPT THE SOFTWARE PRODUCT AND SOFTWARE PRODUCT LICENSE "AS IS," AND FORTINET (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) MAKE NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FORTINET (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WITHOUT LIMITING THE FOREGOING PROVISIONS, FORTINET MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. 8. LIMITATION OF LIABILITY. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL FORTINET (OR ITS THIRD PARTY SUPPLIERS AND LICENSORS) BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF FORTINET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, FORTINET'S (AND ITS THIRD PARTY SUPPLIERS' AND LICENSORS') ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00. 9. Disclosure of Personal Information. Upon download of the Software and/or payment of the license fee, the Software Product License will indicate to Fortinet that you have downloaded the Software and/or paid a license fee. YOUR PERSONAL IDENTIFIABLE INFORMATION WILL BE MAINTAINED BY FORTINET IN CONFIDENCE IN ACCORDANCE WITH THE COMPANY'S PRIVACY POLICY. 10. Governing Law; Arbitration; Entire Agreement. This EULA is governed by the laws of the State of California, U.S.A., excluding the application of its conflict of law rules. The English language version of this agreement is the operative agreement and any translations of this agreement are for convenience. The United Nations Convention for the International Sale of Goods shall not apply any controversies or claims arising from or relating to this Agreement, or the breach or validity thereof, which cannot be amicably settled by and between the parties, shall be referred to and finally settled by arbitration. The place of arbitration shall be Santa Clara, California, pursuant to the procedures of Judicial Arbitration and Mediation Services (JAMS), or its successor, before a sole, mutually agreeable arbitrator, in accordance with the laws of the State of California for agreements made in and to be performed in that State. Judgment on the Award may be entered in any court having jurisdiction. This EULA is the entire agreement between us and supersedes any other communications or advertising with respect to the Software Product; this EULA may be modified only by written agreement signed by authorized representatives of you and Fortinet. 11. Notice to United States 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. 12. Free Software. The Software may include software elements that are licensed (or sublicensed) to you under the GNU General Public License (GPL) or other similar free software licenses. The list free software contained in the Software may be viewed in Fortinet's standard product end user license agreement, available at the following web page http://www.fortinet.com/legal.html. 13. Audit for Volume Licenses. Fortinet reserves the right to periodically audit you to ensure that you are not using any Software in violation of this Agreement. During standard business hours and upon prior written notice, Fortinet may visit you and you will make available to Fortinet or its representatives any records pertaining to the Software. The cost of any requested audit will be solely borne by Fortinet, unless such audit discloses an underpayment or amount due to Fortinet in excess of five percent (5%) of the initial license fee for the Software or you are using the Software in an unauthorized manner, in which case you shall pay for the cost of the audit. 14. Miscellaneous. This Agreement sets forth all rights for the user of the Software and is the entire agreement between the parties. This Agreement supersedes any other communications, representations or advertising relating to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Fortinet. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Fortinet. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. By clicking on the ["Yes, I accept the terms in the license agreement"] button, you are accepting and agreeing to the terms of this EULA and representing and warranting that you are authorized to do so. If you are not willing to be bound by the terms of this EULA, please click on the ["No, I do not accept the terms in the license agreement"] button and make no further use of the Software.