12608 Lake Ridge Dr.
Suite B
Woodbridge, VA 22192
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SONICWALL PRODUCT. BY INSTALLING OR USING THE SONICWALL PRODUCT, YOU (AS THE CUSTOMER, OR IF NOT THE CUSTOMER, AS A REPRESENTATIVE/AGENT AUTHORIZED TO BIND THE CUSTOMER) INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AND ON BEHALF OF THE CUSTOMER. IF […]
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LICENSE(S) AND RESTRICTIONS
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a
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Licenses—Subject to the terms and conditions of this Agreement, SonicWALL grants to Customer, and Customer accepts from SonicWALL, a nonexclusive, non-transferable (except as otherwise set forth herein) and non-sublicensable license (“License”) to: (i) execute and use the Software on the Hardware with which the Software is provided (pre-installed) in accordance with the applicable Documentation; and, (ii) for Software provided in standalone form (without Hardware), install, execute and use the Software on the Hardware or hardware device(s) on which it is intended to be used in accordance with the applicable Documentation and the License purchased. If Customer purchased multiple copies of standalone Software, Customer’s License to such standalone Software includes the right to install, use and execute up to the number of copies of Software Licenses purchased.
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b
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License Limitations—Order acknowledgments, Documentation and/or the particular type of the Products/Licenses purchased by Customer might specify limits on Customer’s use of the Software, and which limits apply to the License(s) granted hereunder for such Software. Such limits might consist of limiting the number of copies of the Software, the term of the License, or the number or amount of nodes, storage space, sessions, calls, users, subscribers, clusters, devices, ports, bandwidth, throughput or other elements, and/or require the purchase of separate Licenses to use or obtain particular features, functionalities, services, applications or other items. Use of the Software shall be subject to all such limitations.
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c
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For Customer’s Internal Business—Each License shall be used by Customer solely to manage its own internal business operations as well as the business operations of its Affiliates. Notwithstanding the foregoing, if Customer is in the regular business of providing firewall, VPN or security management for a fee to entities that are not its Affiliates (“MSP Customers”), Customer may use the Products for its MSP Customers provided that either (i) Customer, and not MSP Customers, maintain control and possession of the Products, and (ii) MSP Customers do not use the Software. If MSP Customers have possession and/or control of Products in whole or in part, this Agreement must be provided to MSP Customers and they must agree that their use of the Products is subject to the terms and conditions of this Agreement. Customer will not provide, make available to, or permit use of the Software in whole or in part by, any third party, including MSP Customers and contractors, without SonicWall’s prior written consent, unless such use by the third party is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, and Customer is liable for any breach of this Agreement by such third party. Customer agrees to indemnify and hold SonicWALL harmless from and against any claims by MSP Customers against SonicWALL relating to the Products and/or Customer’s services for MSP Customers. “Affiliate” means any legal entity controlled by a party to this Agreement, but only for so long as such control relationship exists.
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d
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Evaluation License—If the Software is provided by SonicWALL or a Reseller at no charge for evaluation purposes, then Section 1(a) above shall not apply to such Software and instead Customer is granted a non-production License to use such Software and the associated documentation solely for Customer’s own internal evaluation purposes for an evaluation period of up to thirty (30) days from the date of delivery of the Software, plus any extensions granted by SonicWALL in writing (the “Evaluation Period”). There is no fee for Customer’s use of the Software for nonproduction evaluation purposes during the Evaluation Period, however, Customer is responsible for any applicable shipping charges or taxes which may be incurred, and any fees which may be associated with usage beyond the scope permitted herein. NOTWITHSTANDING ANYTHING OTHERWISE SET FORTH IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT EVALUATION SOFTWARE IS PROVIDED “AS IS” AND THAT SONICWALL DOES NOT PROVIDE A WARRANTY OR MAINTENANCE SERVICES FOR EVALUATION LICENSES, AND SONICWALL BEARS NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION SOFTWARE THROUGH AND AFTER THE EVALUATION PERIOD AND HAS NO DUTY TO PROVIDE SUPPORT TO CUSTOMER.
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e
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Restrictions—Customer may not (i) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the Software or any part thereof, (ii) make copies except as expressly authorized under this Agreement, (iii) copy the Software onto any public or distributed network, (iv) modify or resell the Software, use the Software in connection with the operation of any nuclear facilities, or use for purposes which are competitive to SonicWALL, or (v) except as expressly authorized in Section 2(c) above, operate the Software for use in any time-sharing, outsourcing, service bureau or application service provider type environment. Unless and except to the extent authorized in the applicable Documentation, Software provided with and/or as the Product, in part or whole, is licensed for use only in accordance with the Documentation as part of the Product, and Software components making up a Product may not be separated from, nor used on a separate or standalone basis from the Product. Each permitted copy of the Software and Documentation made by Customer hereunder must contain all titles, trademarks, copyrights and restricted rights notices as in the original. Customer understands and agrees that the Products may work in conjunction with third party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third party products. Any Software provided in object code form is licensed hereunder only in object code form. Except to the extent allowed by applicable law if located in the European Union, and then only with prior written notice to SonicWALL, Customer shall not disassemble, decompile or reverse engineer the Software in whole or in part or authorize others to do so. Customer agrees not to use the Software to perform comparisons or other “benchmarking” activities, either alone or in connection with any other software or service, without SonicWALL’s written permission; or publish any such performance information or comparisons.
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f
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Third Party Software—There may be certain third party owned software provided along with, or incorporated within, the Products (“Third Party Software”). Except as set forth below, such Third Party Software shall be considered Software governed by the terms and conditions of this Agreement. However, some Products may contain other Third Party Software that is provided with a separate license agreement, in which case such Third Party Software will be governed exclusively by such separate license agreement (“Third Party License”) and not this Agreement. Any such Third Party Software that is governed by a Third Party License, and not this Agreement, will be identified on the applicable Product page on SonicWALL’s website and/or in a file provided with the Product. Except as SonicWALL may otherwise inform Customer in writing, the Third Party License gives Customer at least the license rights granted above, and may provide additional license rights as to the Third Party Software, but only with respect to the particular Third Party Software to which the Third Party License applies. SUCH THIRD PARTY SOFTWARE UNDER A THIRD PARTY LICENSE IS PROVIDED WITHOUT ANY WARRANTY FROM SONICWALL AND ITS SUPPLIERS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Notwithstanding the foregoing, SonicWALL shall honor its warranty, maintenance and support obligations in respect to the SonicWALL Products regardless of whether the warranty, maintenance or support issue is caused in whole or in part by the Third Party Software provided by SonicWALL with the Product.
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g
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Updates/Upgrades—If Customer purchases or otherwise is eligible to receive a Software update or upgrade, you must be properly licensed to use the Product identified by SonicWALL as being eligible for the update/upgrade in order to install and use the Software update/upgrade. A Software update/ upgrade replaces and/or supplements the Software Product that formed the basis for your eligibility for the update/upgrade, and does not provide you an additional License (copy) of the Software to use separately from the Software Product to be updated/upgraded. You may use the resulting updated/upgraded Product only in accordance with the terms of this Agreement.
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h
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Activation Keys May Expire—Certain Products, including Security Services that provide regular ongoing updates for Software (e.g., Security Service consisting of anti-virus signature updates), may come with an activation key or license key (a key that must be entered to activate the Product, “Activation Key”). If the Activation Key for a Product is not activated within five (5) years from the date of issuance by SonicWALL, such Activation Key(s) may expire and no longer activate the Product. Products that come with an expiring Activation Key will operate for the contracted term of the License (or purchased Security Service), so long as the Activation Key is activated within five (5) years from SonicWALL’s date of issuance.
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2
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OWNERSHIP
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3
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TERMINATION OF LICENSE(S)
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4
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SUPPORT SERVICES
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5
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SONICWALL WARRANTY
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a
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Warranty—SonicWALL warrants to Customer (original purchaser Customer only) that for the applicable warranty period (“Warranty Period”) the Hardware will be free from any material defects in materials or workmanship and the Software, if any, will substantially conform to the Documentation applicable to the Software and the License purchased (“Limited Warranty”). Except as may indicated otherwise in writing by SonicWALL, the Warranty Period for Hardware is one year from the date of registration of the Hardware Product (or if sooner, seven days after initial delivery of the Hardware Product to Customer), and the applicable warranty period for Software is ninety days from the date of registration of the Software Product (or if sooner, seven days after initial delivery/download) of the Software Product to/by Customer. SonicWALL does not warrant that use of the Product(s) will be uninterrupted or error free nor that SonicWALL will correct all errors. The Limited Warranty shall not apply to any non-conformance (i) that SonicWALL cannot recreate after exercising commercially reasonable efforts to attempt to do so; (ii) caused by misuse of the Product or by using the Product in a manner that is inconsistent with this Agreement or the Documentation; (iii) arising from the modification of the Products by anyone other than SonicWALL; or (iv) caused by any problem or error in third party software or hardware not provided by SonicWALL with the Product regardless of whether or not the SonicWALL Product is designed to operate with such third party software or hardware. SonicWALL’s sole obligation and Customer’s sole and exclusive remedy under any express or implied warranties hereunder shall be for SonicWALL to use commercially reasonable efforts to provide error corrections and/or, if applicable, repair or replace parts in accordance with SonicWALL’s Support Services Terms. Customer shall have no rights or remedies under this Limited Warranty unless SonicWALL receives Customer’s detailed written warranty claim within the applicable warranty period.
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b
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Disclaimer—EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SONICWALL HEREBY DISCLAIMS ON BEHALF OF ITSELF, ITS SUPPLIERS, DISTRIBUTORS AND RESELLERS ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, APPLICABLE TO THE PRODUCTS, SERVICES AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
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6
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LIMITATION OF LIABILITY
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c
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f
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i
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j
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Headings—Headings in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. This Agreement will not be construed either in favor of or against one party or the other, but rather in accordance with its fair meaning. When the term “including” is used in this Agreement it will be construed in each case to mean “including, but not limited to.”
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k
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Entire Agreement—This Agreement is intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding that may involve the Agreement. This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein. This Agreement may be modified only through a written instrument signed by both parties.
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