VyOS End User License Agreement For Public and Private Clouds

PLEASE READ THIS VYOS FROM CLOUD MARKETPLACE END USER LICENSE AGREEMENT (“EULA”, “AGREEMENT’) CAREFULLY BEFORE USING VYOS. BY USING VYOS, YOU (“YOU”, “LICENSEE”, “CUSTOMER”) SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEMS INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT USES THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT COVER ANY SERVICES FROM US, OR THROUGH OUR BUSINESS PARTNER, OTHER THAN ACCESS TO THE SOFTWARE, SUCH AS TECHNICAL SUPPORT, UPGRADES OR SUPPORT SERVICES. PLEASE REVIEW YOUR SERVICES OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH US OR OTHER AUTHORIZED VYOS SERVICES PROVIDER OR BUSINESS PARTNER REGARDING THE SOFTWARE AND SERVICES AND ASSOCIATED PAYMENTS.

1. Definitions.

1.1 “We, "Our ","Us " means VyOS Inc, a US registered company, doing business as VyOS Networks.

1.2 “VyOS” or “Software” means VyOS software provided by Us (or authorized services provider or  business partner) deployed from Cloud Marketplace (“VyOS from Cloud Marketplace”) and delivered by Cloud Provider (acting as a Business Partner) that can be run only on the hosted or cloud-based environment licensed (the “Cloud”) and consisting of VyOS software application (exclusively or along with any third-party software included therein or therewith) that includes or refers to this Agreement and any related documentation (including, without limitation, user and technical documentation, further explanatory written materials related to the Software, etc.), services (including, without limitation, SaaS, internet-based service, etc.), tool, application, component, object code, source code, appearance (including, without limitation, images, designs, fonts, etc.), structure as well as any modification and update thereof, regardless of the delivery mechanism.

“Services” means software support services and any other services provided by Us, or through Our Business Partner, on a subscription basis.

1.3 “Cloud Marketplace” means the online marketplace that provides cloud-based application products, access and the ability to deploy them in a cloud environment.

1.4 “Cloud Provider”  means authorized hosting partner’s cloud marketplace platform, a company that delivers cloud computing based services, resources and solutions to businesses and/or offers solutions via the Cloud Marketplace.

1.5 “Authorized Users” means employees or individual contractors to whom, pursuant to this Agreement, the Licensee has granted a right to access and use the Software with your credentials, provided that such access shall be for your sole benefit and in full compliance with this EULA. All Authorized Users are bound by the terms of this Agreement.

1.6 “Business Partner” shall mean Our authorized sales agent, partner, Cloud Provider, reseller or distributor of the Software and Our services.

Purchases through or by a Business Partner. In instances where Customer purchases through a Business Partner, final prices and terms and conditions of sale will be as agreed between Customer and the Business Partner from which Customer makes such purchases; however, the terms set forth in this EULA are applicable to Customer’s use and the performance of VyOS. Customer acknowledges that: (a) We may share information with the Business Partner related to Customer’s use and consumption of VyOS, and vice versa, for account management and billing purposes; (b) the termination provisions below will also apply if Customer’s Business Partner fails to pay Us applicable fees; and (c) Business Partner is not authorized to make any changes to this EULA or otherwise authorized to make any warranties, representations, promises or commitments on Our behalf or in any way concerning the VyOS.

«Business Partner’s order» means the ordering document(s), issued during Your purchasing process by Our Business Partner in a way and manner as defined by Our Business Partner. Business Partner’s order may describe specific Software and Services, Subscription(s), associated fees, payment terms, and shall be subject to the terms of this Agreement  and EULA.

1.7 “Customer”, “You”, “Licensee”, “Your” - user of VyOS and his heirs, agents, successors, assigns.

2. License Grant. Subject to the following terms, We grant to You a perpetual, worldwide license to the Software (most of which includes multiple software components) pursuant to different open sourced and public licenses, within the Cloud when deployed via the Cloud Marketplace. Each software component is governed by a license located in the software component’s source code that permits You to run, copy, modify, and redistribute (subject to certain obligations in some cases) the software component, both in source code and binary code forms, with the exception of the images identified in Section 5 below. You shall either agree to the terms of each applicable license or You must not install/use those components or exercise such licensed rights. This EULA pertains solely to the Software and does not limit your rights under, or grant you rights that supersede, the license terms of any particular component.

Neither Licensee nor Authorized Users acquire under this EULA any right or license to use VyOS from Cloud Marketplace in excess of the scope and/or duration of the Cloud Provider terms and conditions of the services purchased (subscriptions, term, fees, etc) and this Agreement. 

2.1 No Unbundling. Nonetheless, the Software is designed and provided to Licensee solely within Cloud Marketplace as permitted herein. Licensee shall not unbundle or repackage the Software for distribution, transfer or other disposition, unless otherwise specified by this Agreement, or another applicable agreement.

3. Trial Use. If We grant You the license according to Section 2 on the applicable Cloud Marketplace on a trial, evaluation, beta or other free-of-charge basis (“Evaluation Software”), You may only use the Evaluation Software on a temporary basis for the period limited by the license key or specified by Us (or authorized services provider or  Business Partner) in writing. If there is no period identified, such use is limited to thirty (30) days after the Evaluation Software is made available to you. If you fail to stop using and/or return the Evaluation Software or the equipment or any means on which it is authorized for use by the end of such a trial period, you may be invoiced for its list price and agree to pay such invoice. We (or authorized services provider or Business Partner), in our discretion, may stop providing the Evaluation Software at any time, at which point you will no longer have access to any related data, information, and files and must immediately cease using VyOS from Cloud Marketplace. The Evaluation Software may not have been subject to Our usual testing and quality assurance processes and may contain bugs, errors, or other issues. Except where agreed to and authorized to by Us, you will not put Evaluation Software into production use. We provide Evaluation Software “AS IS” without support or any express or implied warranty or indemnity for any problems or issues, and We will not have any liability relating to your use of the Evaluation Software.

4. Prohibited Use. Except as expressly authorized in this Agreement or through a separate custom agreement, Licensee and the Authorized Users are prohibited from: (a) using the Software on behalf of third parties (e.g., service bureau, outsourcing, or time-sharing); (b) sublicensing, licensing, renting, leasing or redistributing the binary Software to third parties; (c) circumventing or interfering with the security, authentication, or integrity of the Software, related systems, or networks; (d) storing or transmitting unsolicited communications (SPAM) or malicious code; (e) duplicating, republishing or redistributing the Software in a manner inconsistent with the Software’s applicable licenses (including open-source licenses) and this Agreement; (f) infringing the intellectual property rights of Us or any third party; or (g) using of the Software in violation with any applicable or regulation. For more information about how to obtain a custom agreement, please contact us at: [email protected].

5. Intellectual Property Rights. The Software and each of their components are owned by Us and other licensors and are protected under copyright, trademark and other laws. Title to the Software, its components, copies or modifications shall remain with Us and other licensors, subject to the applicable license. 

The “VyOS” mark, the individual Software marks, and the “V” logo are Our trademarks or registered trademarks in the US, EU and other countries. Artwork files that feature the “V” logo, including but not limited to boot splash images and user interface elements, are Our property, distributed on an "all rights reserved" basis. You may not redistribute those files separately or as part of Software without an express permission from Us By accepting this Agreement You agree not to register, attempt to register or request registration of any commercial name, domain name, email, trademark, symbol or distinctive; that (i) includes the word “VyOS” or the “V” logo; or (ii) closely resembles VyOS trademarks, including  similar characteristics, in color, typography, style or appearance, which could cause confusion..

This EULA does not permit You to distribute the Software using VyOS trademarks, regardless of whether the Software has been modified. You may make a commercial redistribution of the Software only if (a) authorized under a separate written agreement with Us or (b) You remove and replace all Our occurrences of VyOS trademarks and logos. Modifications to the software may corrupt the Software. 

5.1 The Licensee grants Us a right to use their logos and trademarks for the purpose of displaying their Licensee status on the VyOS website, and for the purposes specified in your Cloud Provider or marketplace subscription or agreement, or VyOS Subscription Agreement, if any. We will not claim that the Licensee endorses VyOS and will not publicize any details of Licensee’s VyOS usage, network setup, or any other information not explicitly provided by the Licensee for public release.

5.1.1 The Licensee can revoke Our right to use Licensee’s trademarks and logos at any time, unless otherwise agreed in your VyOS Subscription Agreement, if any.

6. Updates. We may, at Our sole discretion, provide software updates, including security updates, hot-fixes and security advisory notifications (hereinafter collectively referred to as the “Updates”). You expressly acknowledge and agree that: We have no obligation to provide any Updates, Updates may replace or discontinue previous versions of the Software, and any support for prior versions may cease upon the availability of an Update; and upgrades and Updates may be subject to  additional or modified terms, which will be presented to You for acceptance prior to installation or use. Any Updates provided under this Agreement are licensed to You on a license exchange basis, replacing the previous version of the Software, and remain subject to the terms of this Agreement

7. Support. Licensees shall be entitled to standard support plans detailed in the Cloud Marketplace, if any, for the Software provided by Us, or through Our Business Partner. For the avoidance of doubt, We have no liability and provide no support for any hardware or any Cloud Marketplace services provided by the Cloud Provider. Support terms, if applicable, are outlined in VyOS subscription agreements.

For more information, please contact us at: [email protected].

8. Term and Termination. This Agreement shall remain in effect until terminated as follows: (a) If Licensee materially breaches this Agreement, including failure to comply with subscription terms, purchase orders, or other agreements, and fails to remedy the breach within ten (10) days after written or electronic notice, (b) if Licensee cancels or deactivates their subscription to the Software, (c) if Licensee fails to pay the Business Partner, or terminate the agreement with a Business Partner or the Cloud Marketplace, or terminate the agreement with a Business Partner or Cloud Marketplace, or Business Partner or Cloud Marketplace fails to pay Us the applicable fees of Your Software and/or Services, (d) if We change, cease to provide or discontinue the Software at any time, or or (e) the Cloud Marketplace ceases to provide VyOS. Upon termination of this Agreement for any reason, Licensee must immediately stop using the Software. We may terminate this Agreement and Your right to use the Software immediately if You misuse the Software, violate applicable laws, or harm Our business reputation. If Licensee obtained copies of the Software while holding an active subscription, they may keep using them indefinitely provided they comply with this Agreement, the VyOS Subscription Agreement (where applicable), and Section 5. This is not intended to interfere with any rights You may have from public, open source and other licenses. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following Sections shall survive termination of this Agreement: Definitions, Intellectual Property Rights, Limited Warranty, Limitation of Remedies and Liability, Indemnification, General, Term and Termination, and others which by their nature are intended to survive.

9. Limited Warranty. Except as specifically stated in this Section 9, a separate agreement with Us, including the VyOS Subscription Agreement, or a license for a particular component, the Software and the components are provided and licensed “as is” without warranty of any kind, whether express, implied, statutory or otherwise.
To the maximum extent permitted under applicable law, We, Our affiliates, and Business Partners specifically disclaim all warranties, including but not limited to, implied warranties of merchantability, non-infringement, integration, satisfactory quality or fitness for a particular purpose, or quiet enjoyment; implied warranties that the Software will meet Your requirements or quality expectations, operate uninterrupted, timely, secure, or error-free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements; implied warranties that e results, outputs, logs or date that may be generated by the Software or obtained from the use of the Software will be useful, accurate or reliable; or implied warranties that any errors or defects in the Software will be corrected. This warranty extends only to the party that obtained access to Software from Us, Our affiliates or Our authorized Business Partners.. 

We, Our affiliates and Business Partners specifically disclaim any liability with regard to any actions resulting from Your use of the Software. Any material downloaded or otherwise obtained through use of the Software is accessed at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system, loss of data that results from use of the Software or any malicious code, viruses or harmful components that may arise during Your use of the Software. You are solely responsible for the lawfulness, accuracy, and integrity of any data transmitted, stored, or displayed using the Software. You agree to back up your data regularly and acknowledge that We are not liable for any loss or corruption of data.

We will not be liable for any loss resulting from unauthorized third-party use of Licensee’s password, account, or credentials.

We do not control, endorse or accept responsibility for any materials or services offered by the Cloud Provider or other third parties accessible through the Cloud Marketplace. We make no representations or warranties whatsoever about the Cloud Marketplace, and shall not be liable for Cloud Provider or other third parties, their materials or services. Any dealings that you may have with such third parties are at your own risk.

We will not be liable for any loss that you may incur as a result of using the Cloud Marketplace or a third party using your password or account or account information in connection with the Software, either with or without your knowledge.

Licensee acknowledges and agrees that use the Software is at its own risk Licensee agrees to defend, indemnify and hold Us harmless from any losses, liabilities, damages, actions, claims or expenses (including legal fees and court costs) arising or resulting from Licensee’s breach of any term of this agreement or caused by acts or omissions performed by licensee.

Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so portions of this Section may not apply to You.

10. Limitation of Remedies and Liability. To the maximum extent permitted under applicable law: (a) under no circumstances will We, Our affiliates, any of Our authorized Business Partner, or the licensor of any component provided to You under this EULA be liable to you for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages (including, but not limited to, costs for procurement of substitute goods or services, computer failure or malfunction, business interruptions, loss of data or profits, revenue, business, saving or goodwill. This limitation applies regardless of the cause (including negligence or strict liability), the theory of liability (contract, tort or otherwise), and whether  We, Our affiliates, an authorized Business Partner, and/or licensor  are aware of or have been advised of the possibility of such damage, ​​and (b) in no event shall Our aggregate liability (or Our affiliates, Business Partners, or licensors’s aggregate liability) arising under or in connection with this EULA exceed  the fees paid by the Licensee or Business Partner and received by Us for the Software in the six (6) month period immediately preceding the first event giving rise to such liability. If no fees have been paid and received, but access to VyOS has been granted, Our aggregate liability (including that of Our affiliates, authorized Business Partners, and licensors) shall be limited to five hundred US Dollars (or the minimum amount permitted by applicable law).The limitations and exclusions in this Section  apply to the maximum extent permitted by applicable law in Your jurisdiction. Some jurisdictions do not allow the exclusion or limitation of liability for certain type of damages. Accordingly, the limitations and exclusions set forth above may not apply or may apply to the maximum extent permitted by law

11. Indemnification. Licensee agrees to defend, indemnify, and hold Us, Our affiliates, and authorized Business Partners harmless from any losses, liabilities, damages, actions, claims, or expenses (including reasonable legal fees and court costs) arising out of or resulting from: (a) Licensee’s breach of any term of this Agreement; or (b) any acts or omissions performed by Licensee or its Authorized Users while using the Software. This obligation survives the termination of this Agreement.

12. Compliance with laws and Export Control regulations. Licensee shall comply with all applicable laws and regulations pertaining to this Agreement. You understand that countries may restrict the import, use, export, re-export or transfer of encryption products and other controlled materials (which may include the Software or related technical information licensed hereunder). You agree to comply with export regulations by the Bureau of Industry and Security of the U.S. Department of Commerce and all applicable laws, restrictions and regulations in Your use of the Software, including but not limited to export restrictions of various countries that the Software may be subject to, personal data protection regulations, and other restrictions imposed by relevant authorities. You agree to defend, indemnify, and hold Us harmless against any claims, losses, damages, or expenses arising from your breach of this Section, including violations of export control laws or regulations. 11.1 Sanctions compliance. You represent and warrant that: (a) You and any person, allowed to use the Software and the Services by You,  are not a subject or the target of any sanctions, embargoes and restrictive measures (“Sanctions”), administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, Department of Foreign Affairs and Trade of the Australian Federal Government, or other relevant sanctions authority (“Sanctioning Authorities”); and (b) You will comply with all the abovementioned Sanctions and take all necessary steps to ensure that no party using the Software violates such Sanctions.

You agree to immediately terminate any relationship with a person or entity that becomes subject to Sanctions or assists in evading or violating Sanctions. You further agree to indemnify and hold Us harmless against any claims, losses, or liabilities arising from Your failure to comply with this Section.

13. Third-Party rights and Components

(a) Third-Party Beneficiary. Licensee acknowledges and agrees that Our licensors, where applicable,  are third party beneficiaries of this Agreement, and may enforce its terms with respect to their proprietary technology

(b) Third-party Components and Contributions. We do not assert any Intellectual Property Rights over: (i) third-party components included in the Software and compiled from upstream sources; (ii)  contributions made by third parties to the Software’s source code or documentation, which are licensed under the respective open-source licenses ; (iii) third-party software or programs included with the Software. Contributors grant Us non-exclusive rights to their contributions in accordance with the applicable licenses.

14. General.

If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall not be affected. 

You are not allowed to transfer, assign or sublicense this EULA or any rights hereunder, whether voluntarily or by operation, unless with Our previous written consent. Please inform Us of Your intention  to transfer or assign so We can respond accordingly. Any attempted transfer, assignment, or sublicense in violation of this Section shall be void. 

We may transfer, assign, sublicense or delegate the EULA or any portions thereof, without restriction. We also may subcontract any performance associated with the Software to third parties, provided that such subcontract does not relieve Us of any of Our obligations under this EULA. 

This Agreement, including anyVyOS Subscription Agreement,  any quotation, purchase order and services level agreement, where applicable, the Privacy Policy and Terms of Use, and any other documents deemed to be incorporated by reference in it, constitutes the entire agreement between the parties with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such matter, communications, or understandings, whether written or oral. If you order VyOS from a Business Partner or Cloud Marketplace then any agreement that you enter into with a Business Partner or Cloud Marketplace is solely between you and a  Business Partner or Cloud Marketplace and will not be binding on Us.

Any claim, controversy or dispute arising under or relating to this EULA shall be governed exclusively by the laws of California, without regard to any conflict of laws provisions. Before resorting to any external dispute resolution mechanisms, the parties agree to use their best efforts in good faith to settle any dispute in relation to this EULA. The parties irrevocably submit to and accept, generally and unconditionally, the jurisdiction of the Courts of California in respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement. Before resorting to any external dispute resolution mechanisms, the parties agree to use their best efforts in good faith to settle any dispute in relation to the Agreement. 

We may amend this EULA at any time. We will post the revised version on Cloud marketplace and/or Our website and update the “last updated” date. You are responsible for reviewing the EULA on Cloud marketplace and/or Our website periodically to ensure that You are aware of any changes.