VyOS End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (EULA, THIS ‘AGREEMENT’) CAREFULLY BEFORE USING VYOS FROM US. 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. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE EARLIEST OF THE START DATE OF SERVICES STATED IN OUR INVOICE OR BUSINESS PARTNER’S INVOICE, THE DATE OF ACCEPTANCE THROUGH SIGNATURE OR ELECTRONIC SIGNATURE OR ACCEPTANCE MECHANISM, OR THE DATE THAT LICENSEE HAS ACCESS AND IS ABLE TO USE VYOS. THIS END USER LICENSE AGREEMENT DOES NOT COVER ANY SERVICES  SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT.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 Contracting Entity  defined in Section 13.

1.2 “VyOS” or “Software” means VyOS software provided by Us (or authorized services provider or  business partner) 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 “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.

1.4 “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 “Business Partner” shall mean Our authorized sales agent, partner, Cloud Provider reseller or distributor of the Software and Our Services authorized to sell Software and Services via our subscriptions.

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.

1.6 “Customer”, “You”, “Licensee”, “Your” - user of VyOS and its heirs, agents, successors, assigns and - for the purpose of Global subscription - its Affiliates.

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. 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 4 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.

2.1 No Unbundling. Nonetheless, the Software is designed and provided to Licensee solely 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. Prohibited Use and Allowed Use

3.1 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 transmiting unsolicited communications (SPAM) or malicious code; (e) duplicating, republishing or redistributing the Software in a manner inconsistent with the Sofatware’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].

3.2 The following uses of the Software are allowed: (a) any use within Licensee’s lab environments or on Authorized User’s personal devices for learning, testing, debugging, or configuration purposes, and (b) any use within Authorized User's personal home networks, including but not limited to Internet access, corporate VPN access, learning and experimentation.

4. 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 EU, US, 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 Usor (b) You remove and replace all Our occurrences of VyOS trademarks and logos. Modifications to the software may corrupt the Software.

5. 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.

6. Support

This Agreement does not include support services. Support terms, if applicable, are outlined in VyOS subscription agreements. 

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

7. Term and Termination

This Agreement begins on the Effective Date and 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 Business Partner fails to pay Us the applicable fees of Your Software and/or Services, or (d) if We change, cease to provide or discontinue the Software at any time. 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 4. 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.

8. Limited Warranty

Except as specifically stated in this Section 8, 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.

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.

9. 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, malfunction,or business interruption, loss of data or profits, revenue, business, savings 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 (or Our affiliates, authorized Business Partners, and licensors' aggregate liability) 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 of certain types of damages. Accordingly, the limitations and exclusions set forth above may not apply to the maximum extent permitted by law.

10. 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.

11. 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, His 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.

12. Third-Party Rights and Components

(a) Third-Party Beneficiaries. Licensee acknowledges 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 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; and (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.

13. 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 in advance 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 any VyOS 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, then any agreement that you enter into with a Business Partner is solely between You and a Business Partner and will not be binding on Us.

In the table below, “Customer Location” refers to where Customer is located (as determined by Customer’s business address on the invoice) and determines which table row applies to Customer:

*all sales via Cloud Providers are generally done by VyOS Inc., unless otherwise decided by Us regardless of Customer location.

For contributors or users who have not purchased the Software and therefore do not have an invoice and/or VyOS Subscription Agreement, the applicable VyOS Contracting Entity, governing law and venue & courts  shall default to the ones referred for VyOS Inc.

References to “We”, “Our”, “Us” refers to the VyOS Contracting Entity as specified in the Contracting Entity Table, unless otherwise specified in the Quotation and in the invoice, where applicable, for operational purposes. The Software is provided by that VyOS Contracting Entity.

This Agreement is governed exclusively by the governing law applicable to the Customer Location, without regard to conflict-of-laws principles. The courts in the specified venue have exclusive jurisdiction to resolve any disputes arising out of or relating to this Agreement, including its formation, interpretation, or enforcement. Before resorting to any external dispute resolution mechanisms, the parties agree to use their best efforts in good faith to settle any dispute amicably.

We may amend this EULA at any time. For minor changes that do not materially affect Your rights or obligations, We will post the revised version on Our website and update the “last updated” date. For changes that materially affect Your rights, obligations, or use of the Software: (a) We will post the revised version on Our website and and make reasonable efforts to notify You (e.g., by email or via the support portal) of the changes if feasible; and (b) Your continued access to or use of the Software after being notified of the revised EULA constitutes Your acceptance of the updated terms. You are responsible for reviewing the EULA on Our website periodically to ensure that You are aware of any changes.