Audit Awe Product License Agreement and Warranty Terms Trademarks and Copyright Statement 

 

1. License Grant​

This is a license, not a sales agreement, between you and Negotium Solutions. The term "Software", as used throughout this Agreement, includes all Negotium Solutions and third party firmware and software provided to you with, or incorporated into, Negotium Solutions appliances and any stand-alone software provided to you by Negotium Solutions, with the exception of any open source software contained in Negotium Solutions’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 Negotium Solutions, at its option. Negotium Solutions 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 Negotium Solutions 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 Negotium Solutions documentation, and solely on the Negotium Solutions appliance, or, in the case of blades, CPUs or databases, on the single blade, CPU or database on which Negotium Solutions 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 Negotium Solutions 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.  This license is granted solely upon payment of the applicable license fees.

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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 Negotium Solutions. 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 Negotium Solutions's copyright in the Software. Negotium Solutions 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 Negotium Solutions documentation or return all materials to Negotium Solutions. The provisions of this Agreement, other than the license granted in section 1 ("License Grant"), shall survive termination. 

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5. Transfer. 

If you are a Negotium Solutions contracted and authorized reseller or distributor of Products, you may transfer (not rent or lease unless specifically agreed to in writing by Negotium Solutions) 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 Negotium Solutions partners (a) are not agents of Negotium Solutions and (b) are not authorized to bind Negotium Solutions in any way. 

 

6. Limited Warranty. 

Negotium Solutions provides this limited warranty for its product only to the single end-user person or entity that originally purchased the Product from Negotium Solutions or its authorized reseller or distributor and paid for such Product. The warranty is only valid for Products which are registered on Negotium Solutions’s Support Website: https://support.Negotium Solutions.com; or on the Negotium Solutions support website: http://global.Negotium Solutions.com; or such other website as provided by Negotium Solutions. 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 Negotium Solutions’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 Negotium Solutions’s Support Website or ninety (90) days from the date that the Product was originally shipped from Negotium Solutions’s facilities. It is the Negotium Solutions distributor’s and reseller’s responsibility to make clear to the end user the date the product was originally shipped from Negotium Solutions, 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 Negotium Solutions 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. Negotium Solutions provides no warranty for any beta, donation or evaluation Products, for any spare parts not purchased directly from Negotium Solutions by the end-user, for any accessories, or for any stand-alone software. 

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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 NEGOTIUM SOLUTIONS. 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 NEGOTIUM SOLUTIONS 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 NEGOTIUM SOLUTIONS’S FACILITIES, AND THE SOFTWARE WARRANTY DOES NOT APPLY TO CERTAIN NEGOTIUM SOLUTIONS 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 Negotium Solutions or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Negotium Solutions, (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 Negotium Solutions 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 Negotium Solutions 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 Negotium Solutions. 

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8. Governing Law. 

Any disputes arising out of this Agreement or Negotium Solutions’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 Negotium Solutions’s limited warranty, the parties submit to the jurisdiction of the federal and state courts located in Santa Clara County, California, as applicable. 

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9. Limitation of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEGOTIUM SOLUTIONS 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 NEGOTIUM SOLUTIONS 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 NEGOTIUM SOLUTIONS 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. 

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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 on U.S. export controls see www.bis.doc.gov. Negotium Solutions 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 Negotium Solutions 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 Negotium Solutions 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. 

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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 Negotium Solutions. 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 Negotium Solutions 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 Negotium Solutions, such amendment or other agreement must be signed by Negotium Solutions’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. 

 

14. Privacy. 

By entering into this Agreement, you agree and consent that Negotium Solutions may collect, retain and use personal information supplied, including name, address, and e-mail address of individuals and payment details and other information. Personal information will be used primarily to provide services and product functionality to end users. Negotium Solutions may also use personal information for additional communication, subject to an opt-out notice provided by you in writing per below. Negotium Solutions may engage other companies and individuals to perform functions on its behalf, such as payment processing, order fulfillment, marketing programs and customer service. Negotium Solutions may share personal information with such subcontractors in order to perform these and other functions, but such subcontractors may not use your personal information for other purposes, unless you agree. By entering into this Agreement, you agree and consent to the transfer the supplied personal information to Negotium Solutions’s offices in the United States and elsewhere, for the purposes stated above. For more detailed information on the collection, use and transfer of your personal information, and for information on how to opt out of or unsubscribe from the communications described above, please read the Negotium Solutions privacy policy on the Negotium Solutions web site (www.Negotium Solutions.com).