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 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.
1.1 “We, “Our”, “Us” means a US registered company, trading as VyOS Inc.
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.
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 the 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, 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) VyOS Inc. 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.
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. The license agreement for each software component is located in the software component's source code and permits you to run, copy, modify, and redistribute the software component (subject to certain obligations in some cases), 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 public 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 Limited Modifications. For the avoidance of doubt, Licensee is permitted to use VyOS from Cloud Marketplace in accordance with the Cloud Provider terms and conditions of the services purchased. Modifications of Cloud Marketplace’s images of the Software won’t be allowed, unless otherwise defined by this Agreement or any other applicable public license, if any.
2.2 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.
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 through a separate custom agreement, Licensee and the Authorized Users are prohibited from: (a) using the Software on behalf of third parties; (b) sublicensing, licensing, renting, leasing, lending or granting other rights in the Software including rights on a membership or subscription basis; (c) providing use of the Software in a service bureau arrangement, outsourcing or on a time sharing basis; (d) interfere with or disrupt the Software or systems used to provide the VyOS from Cloud Marketplace or other equipment or networks connected; (e) circumvent or disclose the user authentication or security of the Software or any host, network, or account related thereto or attempt to gain unauthorized access; (f) store or transmit SPAM or malicious code; (g) duplicate the Software or publish the Software for others to copy; (h) infringe the intellectual property rights of any entity or person;or (i) make any use of the Software that violates any applicable local, state, national, international or foreign law 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 law and other laws as applicable. Title to the Software and any component and systems, or to any copy or modification shall remain with Us and other licensors, subject to the applicable license. The “VyOS” mark, the individual Software marks, and the “VyOS” logo are trademarks or registered trademarks in the US, EU and other countries. Artwork files that feature the VyOS logo, including but not limited to boot splash images and user interface elements, are Our property, distributed on the “all rights reserved” basis. You cannot redistribute those files separately or as part of Software without an express permission from the copyright holder.
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) permitted under a separate written agreement with Us authorizing such commercial redistribution or (b) you remove and replace all Our occurrences and VyOS trademarks and logos. Modifications to the software may corrupt the Software.
Along with all software update subscriptions, We provide security updates, hot-fixes and security advisory notifications before public disclosure (hereinafter collectively referred to as the “Updates”). You expressly acknowledge and agree that We have no obligation to make available and/or provide any Updates. All upgrades and updates are provided to Licensee at Our sole discretion and are subject to the terms of this Agreement on a license exchange basis. Any obligations that We may have to support previous versions during the license term may end upon the availability of this update. Upgrades and updates may be licensed to Licensee by Us with additional or different terms.
Licensees shall be entitled to standard support plans detailed in the Cloud Marketplace, if any, for the Software provided by Us, or any of Our authorized services provider or 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.Where available, maintenance and support may be purchased separately subject to a separate VyOS’s support subscriptions.
Support for software built from source code by a party other than Us, with or without modifications made by the Licensee or a third party, is provided only through separate agreements.
For more information about how to obtain a VyOS’s software and support subscriptions, please contact us at: [email protected].
8. Term and Termination
This Agreement shall remain in effect until (a) Licensee fails to pay amounts when due or otherwise materially breaches this Agreement, specific quotation, purchase order and/or the subscription or customized agreements and fails to remedy the breach within ten (10) days from the receipt of a notification sent in writing or electronically, (b) Licensee’s activation or subscription cancellation of the Software, or c) We change, cease to provide or discontinues the Software at any time, or d) the Cloud Marketplace ceases to provide VyOS. Upon the occurrence of a), b) c) or d), above, this Agreement shall automatically terminate. Upon termination of this Agreement for any reason, Licensee shall discontinue use of the Software and shall destroy the Software and all copies thereto. 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, General and Term and Termination.
9. Limited Warranty
Except as specifically stated in this Section 9, a separate agreement with Us, or a license for a particular component, to the maximum extent permitted under applicable law, the Software and the components are provided and licensed “as is” without warranty of any kind, express or implied, including the implied warranties of merchantability, non-infringement, integration, quiet enjoyment, satisfactory quality or fitness for a particular purpose. Neither Us nor Our affiliates and Business Partners warrant that the Software will meet your requirements, will be uninterrupted, timely, secure; that the operation of the Software will be entirely error-free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements; that the results that may be obtained from the use of the Software will be effective, accurate or reliable; the quality of the Software will meet your expectations; or that any errors or defects in the Software will be corrected. This warranty extends only to the party that purchases subscription services for the Software from Us and/or Our affiliates or a Our authorized Business Partner.
We and Our affiliates 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 or loss of data that results from use of the Software. We and Our affiliates assume no liability for any malicious software that may be downloaded to your computer as a result of your use of the Software.
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 assumes the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components; We disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the outputs, logs, reports, data, results or other information obtained, generated or otherwise received by Licensee from accessing and/or using the Software or otherwise resulting from this Agreement; and
Licensee shall use the Software at its own risk and in no event shall We be liable to Licensee for any loss or damage of any kind (except personal injury or death resulting from Our negligence, fraud or fraudulent misrepresentation and any other liability that cannot be excluded by law) arising from Licensee’s use of or inability to use the Software or from faults or defects in the Software whether caused by negligence or otherwise.
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 the above limitations may not apply to you.
10. Limitation of Remedies and Liability
To the maximum extent permitted under applicable law, 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, procurement of substitute goods or services, computer failure or malfunction, loss of data or profits, business interruption, etc.) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the software or inability to use the software, even if We, Our affiliates, an authorized Business Partner, and/or licensor are aware of or have been advised of the possibility of such damage. To the extent permitted by law and as the maximum aggregate liability, Our or Our affiliates’ liability, an authorized Business Partner’s liability or the liability of the licensor of a component provided to you under or in connection with this EULA will be limited to the lesser of either five hundred United States dollars ($500) or the fees paid by the Licensee or by Business Partner and received by Us for the Software and attributable to the 6 month period immediately preceding the first event giving rise to such liability. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law in your jurisdiction. Some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages. Accordingly, the limitations and exclusions set forth above may not apply to you.
11. Export Control
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 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 (the “Export Laws”, like for example, the U.S. Export Administration Regulations), you will not use the Software for a prohibited use and you are not a sanctioned party, according to the applicable laws, restrictions and regulations.
12. Third-Party Beneficiary
Licensee acknowledges and agrees that Our licensors (and/or Us if Licensee obtained the Software from any party other than Us) are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of such licensors and/or Ours.
13. Third-party components, contributions and software programs
We do not assert any Intellectual Property Rights over: (i) components created by third parties that may be taken from upstream sources in binary form compiled by Us from the source code; (ii) source code and documentation of the Software, which is developed collaboratively and is open to contributions by parties not affiliated with Us (to such purpose, contributors give Us non-exclusive rights according to the licenses of the Software and documentation) ; (iii) third parties software or programs included therein or therewith the Software.
If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall not be affected.
Updates and upgrades may be licensed to Licensee by Us with additional or different terms.
The English version of this Agreement shall be the version used when interpreting or construing this Agreement.
Except as set out below, neither party may assign or novate this EULA in whole or in part without the other party’s express written consent. We may (a) by written notice to You, assign or novate this EULA in whole or in part to an Our affiliate, or otherwise as part of a sale or transfer of any part of its business; or (b) 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.
Licensee may not sublicense, transfer or assign, whether voluntarily or by operation of law, any right or license in or to the Software. Any attempted sublicense, transfer or assignment shall be void.
We may, from time-to-time modify this agreement.
Licensee shall comply with all applicable laws and regulations pertaining to this Agreement
Any claim, controversy or dispute arising under or relating to this EULA shall be governed 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.