PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING THE SITE AND/OR USING SONICWALL’S CLOUD EDGE SECURE ACCESS.
These terms and conditions are applicable to SonicWall’s Cloud Edge Secure Access services (« Terms ») and govern access and use of the Product whether through personal computers, mobile devices and any other devices which are supported by the Service. These Terms are between SonicWall and the entity or person submitting an Order for the Cloud Edge Secure Access services (« Customer »). If you are an individual entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such company or other legal entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not access or use the Product.
1.1 « App » means SonicWall’s proprietary application known as « Cloud Edge », for the provision of the Service. It is a web app used for management and audit control, as available for downloading from our Site (for use on a personal computer and/or any other devices which are supported by our Service) or at Google Play and App Store (for use on mobile devices).
1.2 « Content » means all of data, information, text, pictures, and other content, that is (i) uploaded, routed or transmitted through the authorized use of the Service (ii) created by Customer or its authorized users by means of the Services, or (iii) results from SonicWall’s processing of any of the foregoing, but excluding in each case de-identified or anonymous system usage data.
1.3 « Features » means any features of the Service.
1.4 “Order” means the Customer’s order for the Services that is submitted on forms prepared by SonicWall, and that is accepted by SonicWall or its Partner.
1.5 « Servers Locations » mean SonicWall’s servers and/or its third party contractors’ servers.
1.6 « Service » means SonicWall’s Cloud Edge Secure Access service which is a zero trust network access method used to add security and privacy to private and public networks, like Wi-Fi hotspots and the world wide web (« Internet »), and may include certain Features.
1.7 « Site » means SonicWall’s internet site for the provision of the Service, found at https://www.mysonicwall.com
1.8 « Software » means the software (in object code only) and related documentation, used for the provision of the Service.
1.9 “Subscription” means the license and/or Service continues only for a limited term or period.
1.10 “Partner” means a reseller or distributor.
1.11 “Product” refers to the App, Service, Feature(s), and the Site including any derivatives thereof.
1.12 “Usage Rules” refers to the applicable terms and conditions associated with Google Play and Apple’s App Store.
1.13 « User » means any person accessing the Site, or using the Service.
2.1 Customer License. Subject to Customer compliance with these Terms, the license, granted to Customer by SonicWall, is limited to a non-exclusive, non-assignable, revocable, non-transferable, non-sublicensable and worldwide license to (i) access the Site and (ii) use the Service solely for Customer’s personal, internal, receipt and use of the Service as provided by SonicWall, in the manner permitted by these Terms, (i) on Customer’s enterprise computers, (ii) on any mobile phone or other mobile device operated by Android™, subject to the Usage Rules, (iii) on any iPhone or any other Apple supported device subject to the Usage Rules and/or (iv) any other devices which are supported by our Service, as set out on the Site, subject to any additional terms and conditions. Customer may not use the App and/or the Service if the mobile phone or other mobile device restricts installing applications apply including without limitation restrictions on bypassing (known as ‘Jailbreaking’ or ‘Rooting’). These Terms will govern any upgrades and updates provided by SonicWall, unless such upgrade or update is accompanied by a separate terms and conditions in which case the terms and conditions of that license will govern. From time to time, an upgrade to the latest version of the Product may be required in order to make use of the Product in whole or in part. SonicWall reserves its right to amend, make changes to or discontinue or terminate the Product in whole or in part. Additional and/or future Features or upgrade or update to the Product offered by SonicWall may be subject to payment of additional fees. Except as expressly provided by these Terms, the Subscription shall be for the period stated in the Order, or if no such period is stated is one (1) month. On expiration of the initial term of a Subscription or Order, the Subscription or Order terminates (as well as associated rights and licenses) unless Customer has placed an Order or otherwise set up an account or registration for renewal. These Terms and the licenses granted under these Terms may be subject to additional terms and conditions posted on or that may be accessed through the Site, www.sonicwall.com and other sites owned or controlled by SonicWall. Customer shall be responsible for ensuring that any Users accessing and/or using the Product, shall use the Product strictly in accordance with these Terms. Any use of Product by a User contrary to the provisions of these Terms, shall be deemed as a material breach by Customer of these Terms. In addition, Customer shall maintain and shall procure that the Users accessing the Product comply with appropriate security measures and access procedures, in order to ensure that the Product is accessed only by the Users authorized by Customer and that SonicWall’s intellectual property rights and other rights under these Terms are not compromised in any way.
2.2 MSSP License. “Management Services” includes, without limitation, the application, operating system, and database implementation, performance tuning, and maintenance services provided by Customer to its customers and/or Users (each such customer being a “Client”) where Customer installs or grants access to the Product in whole or in part on its Clients’ equipment or provides its Clients access to the Products (“MSSP”). Subject to the provisions of these Terms, MSSP may purchase a license to use the Service, App, Features and the associated documentation to provide Management Services (the “MSSP License”). As allowed by applicable law, SonicWall may restrict the MSSP’s distribution of Product within a particular territory. MSSP must include a statement in its agreement with the Client that Client has no recourse or claim whatsoever against SonicWall with respect to the Product as well as associated Orders and Client shall look solely to the MSSP. MSSP may install or use the Product on equipment owned and operated by the Client provided that MSSP retains administrative control. MSSP shall interact with the Client regarding all support and shall not refer the Client to SonicWall for support. If SonicWall receives calls from Clients for support, SonicWall reserves the right and MSSP agrees to pay SonicWall any additional fees invoiced by SonicWall related to its receipts of such calls. MSSP shall ensure that (i) it makes no representations or warranties related to the Products in excess of SonicWall’s representations or warranties contained in these Terms, (ii) each Client only uses the Products as part of the Management Services provided to it by MSSP, (iii) such use is subject to the restrictions and limitations contained in these Terms, including, but not limited to those in the Export Section of these Terms, and (iv) each Client cooperates with SonicWall during any compliance review that may be conducted by SonicWall or its designated agent. At the conclusion of any Management Services engagement with a Client, MSSP shall promptly remove any Product installed on its Client’s computer equipment or require the Client to do the same. MSSP agrees that it shall be jointly and severally liable to SonicWall for the acts and omissions of its Clients in connection with use of the Product and shall, at its expense, defend SonicWall against any action, suit, or claim brought against SonicWall by a Client in connection with or related to MSSP’s Management Services and pay any final judgments or settlements as well as SonicWall’s expenses in connection with such action, suit, or claim.
2.3 Evaluation/Trial/Demonstration License. If Product that is commercially available or in beta form is obtained from SonicWall for evaluation, trial or demonstration purposes, Customer’s license to use the Product is only for Customer’s own non-production, internal evaluation purposes (an “Evaluation License”). Each Evaluation License shall be granted for an evaluation period of up to thirty (30) days beginning (i) five (5) days after the Product is shipped or (ii) from the date that access is granted to the Product, plus any extensions granted by SonicWall in writing (the « Evaluation Period »). If Notwithstanding the foregoing, if Partner has purchased a “not for resale” license (“NFR License”), the license term will be for 12 months unless stated otherwise in the Order or other documentation provided by SonicWall and the license may only be use for the purposed of demonstrating the Service. Customer is responsible for any applicable shipping charges or taxes which may be incurred, and any fees which may be associated with an Evaluation License and usage beyond the scope of an Evaluation License. Product in beta or pre-release form may include features and capabilities which may not be available in SonicWall’s generally available commercial versions of the Product. SonicWall retains the right during the term of the Evaluation License to modify, revise, or remove Product from Customer’s premises and SonicWall has no obligation to make beta or pre-release Product generally available. Customer acknowledges that SonicWall owns all modifications, derivative works, changes, expansions or improvements to Product, as well as all reports, testing data or results, feedback, benchmarking or other analysis completed in whole or in part in conjunction with usage of the Product. NOTWITHSTANDING ANYTHING IN THESE TERMS OTHERWISE, CUSTOMER UNDERSTANDS AND AGREES THAT PRODUCT PROVIDED UNDER AN EVALUATION LICENSE IS PROVIDED “AS IS”, WITH ALL FAULTS AND THAT SONICWALL DOES NOT PROVIDE ANY WARRANTY, SUPPORT, OR MAINTENANCE SERVICES FOR PRODUCT PROIVDED UNDER AN EVALUATION LICENSE. SONICWALL BEARS NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE PRODUCT THROUGH AND AFTER THE EVALUATION PERIOD. PRODUCT PROVIDED UNDER AN EVALUATION LICENSE MAY CONTAIN DEFECTS. CUSTOMER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE PRODUCT AND/OR ACCOMPANYING MATERIALS.
2.4 Use by Third Parties. Customer may allow its third-party vendors and contractors (each, a “Third Party User”) to access and use the Products provided to Customer solely for purposes of providing Product to Customer, provided that Customer ensures that (i) the Third Party User’s access to or use of the Products is subject to the provisions in these Terms, including, but not limited to those in the Export Section, (ii) the Third Party User cooperates with SonicWall during any compliance review that may be conducted by SonicWall or its designated agent, and (iii) the Third Party Users promptly removes any Software installed on its computer equipment upon the completion of the Third Party’s need to access or use the Products as permitted by this Section. Customer agrees that it shall be liable to SonicWall for those acts and omissions of its Third Party Users which, if done or not done by Customer, would be a breach of these Terms.
2.5 Restrictions, Reporting & Registration. Customer may not reverse engineer, decompile, disassemble, or attempt to discover or modify in any way the underlying source code of any software used in the Product, or any part thereof unless and to the extent (a) such restrictions are prohibited by applicable law and (b) Customer has requested interoperability information in writing from SonicWall and SonicWall has not provided such information in a timely manner. In addition, Customer may not (i) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the Products, or any part thereof, (ii) resell, sublicense or distribute the Products, (iii) provide, make available to, or permit use of the Products, in whole or in part, by any third party (except as expressly set forth herein), (iv) use the Products to create or enhance a competitive offering or for any other purpose which is competitive to SonicWall, (v) remove software that was delivered on an appliance from the appliance on which it was delivered and load such software onto a different appliance without SonicWall’s prior written consent, or (vi) perform or fail to perform any other act which would result in a misappropriation or infringement of SonicWall’s intellectual property rights in the Products. 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 come bundled or otherwise distributed with or work in conjunction with open source or other third party products (“3rd Party Products”). Customer agrees that it may be subject to additional terms and conditions other than those of these terms and it is responsible for ensuring that it is properly licensed or authorized to use such 3rd Party Products. Notwithstanding anything otherwise set forth in these Terms, nothing in these Terms prevents or restricts Customer from exercising additional or different rights to any open source software that may be contained in or provided with the Products in accordance with the applicable open source software licenses which shall be either included with the Products or made available to Customer upon request. Customer hereby represents and warrants that: (a) Customer’s and its User’s use of the Service shall at all times comply with these Terms; (b) Customer’s and its User’s use of the Service shall comply with all applicable laws, rules and regulations; and (d) Customer and its User’s will not use the Service to conduct any illegal activity, solicit the performance of any illegal activity, or engage in any other activity which infringes upon the rights of SonicWall or any third party. THIRD PARTY PRODUCTS ARE PROVIDED BY SONICWALL « AS IS » WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY PRODUCTS, SONICWALL SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, 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 3RD PARTY PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer may not use any license keys or other license access devices not provided by SonicWall, including but not limited to “pirate keys”, to install or access Product. SonicWall may require the provision of information from or about Customer and/or Partner, including but not limited the information regarding the use, access, control, and location of the Product, identify of users and any other information requested by SonicWall. All such information shall be provided and transmitted in a form and within a time period determined by SonicWall. SonicWall may also require the registration of Product, establishment of an account (online or otherwise) and/or use of an online portal on a before (without limitation) activating licenses and/or functionality of Product, allowing access to firmware or software, to obtain Services or support or any type of warranty service or support, or to receive any promotion, discount, rebate or other incentive. THE USE OF THE PRODUCT OR ANY PART THEREOF EXCEPT AS EXPRESSLY PROVIDED BY THESE TERMS, IS STRICTLY PROHIBITED, AND MAY SUBJECT CUSTOMER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.
2.6 Proprietary Rights. Customer understands and agrees that (i) the Products are protected by copyright and other intellectual property laws and treaties or are a trade secret, (ii) SonicWall, its affiliates and/or its licensors own the copyright, and other intellectual property rights in the Products, (iii) software is licensed, and not sold, (iv) these Terms do not grant Customer any rights to SonicWall’s trademarks or service marks, and (v) SonicWall reserves any and all rights implied or otherwise, which are not expressly granted to Customer in these Terms. Any third party trade or service marks present on content are trade or service marks of their respective owners. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever except as permitted in these Terms. SonicWall, reserves all proprietary rights in and to (i) all designs, engineering details and other data pertaining to the Product, (ii) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of, and/or products developed as a result of, the Product. The Product contains trade secrets of SonicWall, including, without limitation, the source code version and the specific design of the Product. Customer shall not adopt, use or register any trade names or symbols that are identical, or confusingly similar, to any trademarks or trade names used by SonicWall. Customer shall promptly notify SonicWall in writing of any actual or potential infringement or other violation of SonicWall’s intellectual property rights to which Customer becomes aware. SonicWall shall have the sole and exclusive right to protect and defend SonicWall’s intellectual property rights, at its sole cost and expense. Customer shall reasonably cooperate with SonicWall, at SonicWall’s expense, in the defense and protection of such intellectual property rights.
2.7 Title. SonicWall, its affiliates and/or its licensors own all rights, title and interest in and to the Product. Customer is not granted any title or ownership rights in or to the Product.
3. General Terms.
3.1 Site Account.The use of the Product including use as a part of a trial, evaluation, beta or other license is subject to Customer having a valid Site account (“Site Account”). Customer is responsible for ensuring its Site Account includes current, complete and accurate information. Customer is solely responsible for maintaining the confidentiality and security of passwords as well as all activities occurring through any account(s) or registrations with SonicWall or its third-party providers. Customer agrees to notify SonicWall immediately of any unauthorized use of its Site Accounts and other accounts or any other breach of security. SonicWall will not be liable for any loss or liability incurred as a result of use of Customer’s password(s), registrations or account(s). In addition, Customer will be liable for losses incurred by SonicWall or and its third-party supplier(s) arising from or related to Customer’s account(s), registration(s) and/or password(s). Customer may not use another party’s Site Account without the permission of the Site Account holder.
3.2 Fees. Fees for the Product in whole or in part and other offers available now or in the future are subject to change without liability or any prior notice. Additional and/or future Products including upgrades or updates may not be included in the fees paid by Customer and subject to additional payment.
3.3 Payment. If credit or credit terms are extended to Customer, Customer may be required to issue a purchase order within a specific period specified after a report or other event occurs. Unless otherwise specified by SonicWall or as posted on the Site or at www.sonicwall.com, a) Customer will provide 1 purchase order per MSSP per month and per report required by SonicWall; b) any reports and any associated billings or invoices must be disputed within 30 days after SonicWall provides the report or invoice, whichever occurs first; and c) Customer shall make all payments due to SonicWall in full within thirty (30) days from the date of each invoice from SonicWall or such other period (if any) stated in an Order. Customer agrees to pay to SonicWall (or, if applicable, the Partner) the fees specified in each Order, including any applicable shipping fees or other amounts assessed by SonicWall. All payments must be made in US currency unless specified otherwise by SonicWall. SonicWall reserves the right to require Customer to issue a purchase order to SonicWall prior to accepting an Order. SonicWall is not obligated to offer credit or credit terms. If credit and/or credit terms are not extended to Customer, SonicWall may require payment of all amounts due and payable prior to the provision of Product in whole or in part by SonicWall or such other time as determined by SonicWall. If credit or credit terms are extended to Customer, Customer may be invoiced prior to, upon or following delivery of or access to the Products or before or after the commencement of any renewal period. Should Customer, by any means or way, revoke or cancel any payment to SonicWall or any Partner, SonicWall and/or its Partners shall be allowed to supply the third party clearing or payment service any information about such transaction; including, but not only, email address(es), IP address(es) and any activity pursuant to such denied transaction.Orders may be terminated, cancelled, or suspended in SonicWall’s sole discretion. Availability of Products may be limited or change without notice, including without limitation pricing. SonicWall is not responsible for typographical or other errors. Amounts due and payable may be associated with use of a license key, password, or other mechanisms provided by SonicWall to access or use the Product. Customer will be responsible for its use or distribution of Product as well as for the security, use, and administration of all such license keys, passwords, or other mechanisms (including without limitation all activations and deactivations). SonicWall is not obligated to issue refunds or credits for Customer’s failure to maintain the security, use and administration of such information. SonicWall’s calculation of fees or other amounts due and payable based on license keys, passwords, or other mechanisms provided by SonicWall shall be at SonicWall’s sole discretion and Customer agrees to pay all fees based on such calculations. Licenses may be noncancelable and nonrefundable in SonicWall’s sole discretion. SonicWall recommends that Customer immediately contact SonicWall if any such information changes, or is lost, stolen, misplaced, or otherwise compromised. If Customer continues using the Product after termination or expiration of the term of the License or these Terms, it will be a material breach of these Terms except if SonicWall extends a grace period in its sole discretion. SonicWall reserves the right to charge Customer a late penalty of 1.5% per month (or the maximum rate permitted by law, whichever is the lesser) for any amounts payable to SonicWall by Customer that are not subject to a good faith dispute and that remain unpaid after the due date until such amount is paid. Amounts due or payable to SonicWall may not be offset against any other amount due and payable to SonicWall.
3.4 Content. SonicWall is not responsible for validating any of the Content for correctness, usability or any use whatsoever. SonicWall reserves the right to reject the Content if it is not « server-ready ». SonicWall may notify Customer of its refusal of the Content and afford Customer the opportunity to modify the Content to satisfy SonicWall’s requirements for the Product. As between SonicWall and Customer, Customer has the sole and exclusive ownership and/or control of the Content, including all intellectual property rights related thereto. Customer hereby grants to SonicWall, a non-exclusive, worldwide, fully paid up and royalty free license to use, copy, store and display the Content solely to the extent necessary to provide the Product. SonicWall may use Content for the purpose of providing the Product and exercising its legal rights and remedies in connection with these Terms. For clarity, « Content » does not include: (i) system generated data about Customer’s network or use of the Services (« System Data ») provided that the System Data is not identifiable to Customer or any user, or (ii) any numerical or financial data about Customer’s users that is collected and maintained in aggregate anonymous form (« Anonymous Statistical Data »). Customer acknowledges that SonicWall owns and retains ownership rights in the System Data and Anonymous Statistical Data and may use, transfer, and commercially exploit the System Data and Anonymous Statistical Data for any purpose whatsoever.
3.5 Taxes. The fees stated in an Order may not include taxes. If SonicWall is required to pay sales, use, property, value-added or other taxes based on the Products provided under these Terms or on Customer’s and its Users use of Products, then such taxes shall be billed to and paid by Customer. This Section does not apply to taxes based on SonicWall’s or a Partner’s income.
4. The Site. Any of the content on the Site or other websites owned or controlled by SonicWall may be out of date at any given time, and SonicWall is not under any obligation to update such content. SonicWall will not be liable if, for any reason, the Site is unavailable at any time. SonicWall may restrict access to some parts of the Site, or the entire Site at any point on a temporary or permanent basis. Customer is responsible for making all arrangements necessary to access to the Site. Customer is responsible for ensuring that all Users or other persons who access the Site through Customer are aware of and comply with these Terms. Customer will indemnify and hold SonicWall harmless for any breach of these Terms by Customer and Users.
5. Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of Product. Such systems and procedures shall be sufficient to determine if Customer and its User’s use and deployment of the Product is within the quantities, terms, and maintenance releases to which it is entitled. SonicWall or its designated auditing agent shall have the right to audit Customer and its User’s use and deployment of the Product and compliance with these Terms. Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours remotely or at Customer’s facilities, at SonicWall’s discretion. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, SonicWall may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer and its User’s then current use and deployment of the Product and/or the number of individuals that have accessed and used Software as well as any other information as may be requested by SonicWall. If Customer’s deployment or use of the Product is found to be greater than its purchased entitlement, Customer will be invoiced for the over-deployed/used quantities at SonicWall’s then current list price without any deduction of discounts, rebates, incentives or other amounts. All such amounts shall be payable in accordance with these Terms. Additionally, if the unpaid fees exceed five percent (5%) of the fees paid for the applicable Product, then Customer shall also pay SonicWall’s costs of conducting the audit. The requirements of this Section shall survive expiration or termination of these Terms.
6. External Sites.
6.1 Access and Use of External Sites. The Site may enable access to certain third-party web sites and Customer and/or its Users may access to third-party web sites while using the Service (« External Sites« ). The use of and access to External Sites may require Internet access and may be subject to additional terms and conditions. Customer and its Users should review the applicable terms and policies, including privacy and data gathering practices, of any site its accesses and/or uses. Customer and its User(s) agree to comply with the terms and conditions of the External Site. External Sites that may be accessed from the Site and/or while using the Service are not necessarily available in all languages or in all countries. SonicWall makes no representation that such External Sites are appropriate or available for use in any location. To the extent Customer and/or its Users chooses to access External Sites, Customer and its Users does so at its own initiative and is responsible for compliance with any applicable laws. SonicWall may but has no obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Service, our network, the public or Users. Customer understands that by using and/or accessing any of the External Sites, Customer and its Users may encounter or be exposed to content that may inaccurate, and/or be deemed offensive, indecent, or objectionable, and which may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to such offensive, indecent or objectionable material. If Customer or its User(s) decide to access such third-party External Sites, Customer and its User(s) do so at its own risk. Customer acknowledges and agrees that SonicWall is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the External Sites. SonicWall does not warrant or endorse any advertising, products or other materials on or available from such External Sites. SonicWall will not be liable for any loss or damage which may be incurred by Customer and its User(s) as a result of any reliance placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such External Sites, nor for any services, or products that Customer or its User(s) accesses, downloads, receives or buys while using the Service. Customer hereby waives any legal or equitable rights and remedies Customer and its Users may have or may have against SonicWall with respect to any such content.
6.2 Special Caution Relating to Location Data. Location data may not be accurate. Location data provided, whether by any External Sites or as integral part of the Site, is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at Customer’s sole risk. Neither SonicWall, nor any of its third-party suppliers, guarantee the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any External Site or as integral part of the Site.
7. Additional Restriction and Responsibilities.
7.1 Restrictions on Use of the Product. Customer must and will ensure its User(s):
a) Use the Product in compliance with these Terms and not facilitate or encourage any violations of these Terms or any other applicable terms and conditions or policies;
b) Comply all local, state, federal, national, laws, statutes, ordinances, rules, regulations, and policies (“Laws”). Customer acknowledges and agrees it is Customer’s responsibility to know and comprehend all laws related to any jurisdiction or venue that concerns Customer and its User;
c) Will not use the Product for generating and/or sending any unauthorized, unwanted or unsolicited content or communications such as surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
d) Will not use the Product to encourage conduct or to generate and/or distribute any content which is or could be harmful, threatening, tortuous, abusive, defamatory, obscene, libelous, hateful, objectionable or is otherwise unlawful, malicious, harassment or discriminatory or which harms, could harm or violate the rights of minors or other individuals in any way;
e) Will not use the Product to that may result in or give rise to a criminal offense generate, distribute and/or receive any illegal content, including, but not limited to, child pornography, whether via email, peer-to-peer file sharing, or any other electronic communication channel;
f) Will not use the Product to upload, download, post, reproduce, generate and/or distribute any content which falsifies, infringes or violates any patent, trademark, trade secret, copyright or other proprietary rights of any third party nor delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of intellectual property or proprietary information;
g) Will not use the Product for any unlawful purposes or for promotion of illegal activities including, without limitation, provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by applicable law as a terrorist organization;
h) Will not use the Product for sending other people’s private and confidential information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission and in compliance with all Laws;
i) Will not use the Product for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
j) Will not attempt to access, probe, or connect to computing devices without proper authorization (i.e., any form of « hacking »).
k) Will not do anything that could disable, overburden, or impair the use or enjoyment of the Product by any other User or third party.
l) Will not use any torrent while using the Product and/or use the Product to generate, distribute and/or receive any torrent files.
m) Will not use the Product for any purpose other than lawful purposes.
7.2 Customer is solely responsible and liable for, and SonicWall has no responsibility to Customer or to any third party, for Customer’s and its User’s acts or omissions including without limitation any breach of Customer’s obligations under these Terms and for the consequences (including any loss or damage which SonicWall may suffer) of any such breach. Customer will indemnify and hold SonicWall harmless for its acts and omissions.
7.3 SonicWall reserves the right to investigate complaints or reported violations of these Terms and to take any action SonicWall deems appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating profiles, email addresses, usage history, posted materials, IP addresses and traffic information.
8. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED « AS IS » AND « AS AVAILABLE », WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SONICEALL AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EXPRESS, IMPLIED, ORAL, WRITTEN OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. SonicWall does not warrant against interference with Customer’s or its User’s enjoyment of the Product, that the Product will meet its requirements, that the operation of the Product will be uninterrupted or error-free, that defects in the Product will be corrected, that the Product will be free from corruption, attack, viruses, interference, hacking, or other security intrusion or that it will interoperate. The Product may be subject to unavailability for a variety of factors, including, but not limited to, emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference or signal strength, and may be interrupted, refused, limited or curtailed. The accuracy and timeliness of data received while using the Product is not guaranteed and delays or omissions may occur. SonicWall is not responsible for data, messages or pages lost, not delivered, delayed or misdirected due to interruptions or performance issues with the Product or communications services or networks. SonicWall may impose usage or service limits, suspend services, or block certain kinds of usage in our sole discretion. SonicWall reserves our right to investigate matters SonicWall considers to be violations of these Terms. SonicWall may, but is not obligated to, in its sole discretion, and without notice, remove, block, filter or restrict by any means any materials or information that SonicWall considers to be actual or potential violations of the restrictions set forth in these Terms, and any other activities that may subject SonicWall or other third parties to liability. SonicWall and its third-party suppliers disclaim all liability in this respect. SonicWall and its third-party suppliers make no guaranty of confidentiality or privacy of any communication or information transmitted through or the use of the Product. No advice or information, whether oral or written, obtained by Customer or User(s) from SonicWall shall create any warranty, representation or guarantee not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply.
9. Limitation of Liability. IN NO EVENT SHALL SONICWALL, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR (X) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND OR (Y) LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE. THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF SONICWALL, ITS AFFILIATES AND SUPPLIERS, FOR DAMAGES UNDER THESE TERMS, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL BE AN AMOUNT EQUAL TO (Y) THE GREATER OF THE FEES PAID AND/OR OWED (AS APPLICABLE) BY CUSTOMER OR ITS AFFILIATES FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE BREACH OR FIVE HUNDRED DOLLARS ($500.00), EXCEPT FOR (Z) A PRODUCT SUBJECT TO RECURRING FEES, FOR WHICH THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY SHALL BE THE GREATER OF THE AMOUNT PAID AND/OR OWED (AS APPLICABLE) FOR SUCH PRODUCT DURING THE TWELVE (12) MONTHS PRECEDING THE BREACH OR FIVE HUNDRED DOLLARS ($500.00). THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SONICWALL PROVIDING PRODUCTS TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR FAILURES. SONICWALL WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (I) CUSTOMER’S ACCESS TO OR USE, INABILITY TO USE, OR RELIANCE ON THE PRODUCT, AND/OR ANY EXTERNAL SITE, (II) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY CONTENT INCLUDED IN THE SITE WHICH IS FALSE OR WHICH CONSTITUTES PASSING-OFF, (III) CUSTOMER’S INTERACTION ON THE SITE AND/OR THROUGH THE SERVICE AND ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY, (IV) OR ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, THE APP AND/OR THE FEATURES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), EVEN IF SONICWALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, AND/OR (C) FOR ANY THIRD PARTY CLAIMS AGAINST CUSTOMER AND/OR ITS USERS. IN ADDITION, ALL RESPONSIBILITY OR LIABILITY OF SONICWALL AND ITS AFFILAITES, ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS AND/OR AGENTS FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS IS HEREBY DISCLAIMED. Any cause of action by Customer with respect to the Product, must be instituted within one (1) year after the cause of action arose. Customer is solely responsible for paying all fees and charges of any third-party whose sites, products or services Customer or its User access, buy or use via the Product. If Customer or its Users choose to use the Product to access websites, services or content, and/or purchase products from third parties, personal information provided may be available to the third-party. How third parties handle and use personal information related to their sites, products and services is governed by their security, privacy and other policies (if any) and not SonicWall’s. SonicWall has no responsibility for third-party provider policies, and/or for their compliance with such policies nor for their products, services or offers. Customer expressly acknowledges and agrees that use of the Service, and any consequences thereof, are at Customer’s sole risk, responsibility and liability.
10. Indemnity. Customer agrees to indemnify and hold SonicWall and its directors, officers, employees, agents, partners and licensors, harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any demand or claim brought against SonicWall by any Users and/or any other third party, due to or arising out of its use of the Product and its act and omissions.
11.1 Any logos, artwork and trademarks associated with each third-party payment processor is/are the property of such applicable third party. Google Play™, Android ™ and any logos, artwork and trademarks associated therewith is/are the property of Google Inc. (« Google »). Apple™, App Store™, iPhone™ and any logos, artwork and trademarks associated therewith is/are the property of Apple Inc.
11.2 Customer and its Users expressly acknowledges and agrees that Google, and each member of the group of companies of which Google is the parent, shall be third party beneficiaries to these Terms. Google and such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them.
11.3 Customer expressly acknowledge and agree that: (i) these Terms are made between Customer and SonicWall, and not with Apple; (ii) SonicWall, and not Apple, is solely responsible for the App and the Services; (iii) SonicWall alone shall be responsible for providing any maintenance and support services (if any) with respect to the App, if any and as specified in these Terms, or as required under applicable law, and Apple will not have any obligation whatsoever to furnish any maintenance and support services with respect to the App or the Services; (iv) SonicWall shall be solely responsible for any warranties with respect to the App and the Services, whether express or implied by law, to the extent not effectively disclaimed; (v) in the event of any failure of the App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price (if any) for the App to Customer; (vi) to the maximum extent allowed by applicable law, except as described in clause (v) above, Apple will not have any other warranty obligation whatsoever with respect to the App or the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be SonicWall’s sole responsibility; (vii) SonicWall, not Apple, is responsible for addressing any claim by Customer or any third-party relating to the App or Customer’s possession and/or use of the App, including, but not limited to (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation; (viii) in the event of any third-party claim that the App or Customer’s possession and use of the App infringes such third-party’s intellectual property rights, SonicWall, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, (xi) Customer have had the opportunity to review Apple’s Usage Rules; (xii) Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon the Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as a third party beneficiary thereof.
12.1 Unless terminated earlier as provided by these Terms or the Service has been renewed, Customer’s right to use the Service, the App and Features shall terminate upon expiration or termination of the period associated with the subscription to the Service. (E.g., in the event a yearly subscription Customer’s right to use the Service shall terminate within 12 months thereafter). SonicWall may terminate or create limits (permanently or temporarily) the Service (and/or any Features within the Service or App) to Customer or to Users, at SonicWall’s sole discretion at any time, and without liability to SonicWall or notice. Upon termination of these Terms, Customer and its Users shall cease all access and use of the Product. SonicWall, at its sole discretion, without notice to Customer, may immediately terminate these Terms and Customer’s use of the Product in whole or in part if Customer fails to comply with or breaches any of the provisions of these Terms.
12.2 The following provisions shall survive expiration or termination of these Terms: 1, 2.5, 2.6, 2.7, 3.3, 3.5, 4, 5, 7.2, 7.3, 8, 9, 10, 11, 13, 14, 15, 16, and 17. If SonicWall permanently terminates providing the Service to Customer, then these Terms shall be terminated (except for provisions which by their nature are intended to survive termination).
13. Unsolicited Idea Submission Policy. Customer agrees that any remarks, ideas, feedback, comments, suggestions, or any other information that that Customer or a User provides to SonicWall (collectively, a « Submission« ), whether through a review or otherwise, is entirely voluntary, and that SonicWall will be free to use any such feedback, comments or suggestions as SonicWall will see fit, without any obligation or compensation to Customer, User or any other person providing the Submission. SonicWall will have exclusive ownership of all present and future existing rights, title and interest in and to the Submission of every kind and nature everywhere, and Customer hereby irrevocably assign to SonicWall all rights, title and interest therein. SonicWall will not be required to treat any Submission as confidential. Customer acknowledges that Customer is responsible for whatever material submitted, and will have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright.
14. Export Regulations. Customer acknowledges that the Service,, Features, Site and App (“Products”) are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other applicable foreign agencies (the « Export Controls ») and agrees to abide by the Export Controls. Customer hereby agrees to use the Products in accordance with the Export Controls, and shall not export, re-export, sell, lease or otherwise transfer the Products or any copy, portion or direct product of the foregoing in violation of the Export Controls. Customer is solely responsible for obtaining all necessary licenses or authorizations relating to the export, re-export, sale, lease or transfer of the Products and for ensuring compliance with the requirements of such licenses or authorizations. Customer hereby (i) represents that Customer, and if Customer is providing services under the MSSP License herein each of its Clients, is not an entity or person to which shipment of Products is prohibited by the Export Controls; and (ii) agrees that it shall not export, re-export or otherwise transfer the Products to (a) any country subject to a United States trade embargo, (b) a national or resident of any country subject to a United States trade embargo, (c) any person or entity to which shipment of Products is prohibited by the Export Controls, or (d) anyone who is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles or chemical or biological weapons. Customer shall, at its expense, defend SonicWall and its affiliates from any third party claim or action arising out of any inaccurate representation made by Customer regarding the existence of an export license, Customer’s failure to provide information to SonicWall to obtain an export license, or any allegation made against SonicWall due to Customer’s violation or alleged violation of the Export Controls (an “Export Claim”) and shall pay any judgments or settlements reached in connection with the Export Claim as well as SonicWall’s costs of responding to the Export Claim.
15. High-Risk Disclaimer. Customer understands and agrees that the Products are not fault-tolerant and are not designed or intended for use in any high-risk or hazardous environment, including without limitation, the operation of nuclear facilities, aircraft navigation, air traffic control, life support machines, weapons systems, or any other application where the failure or malfunction of any Product can reasonably be expected to result in death, personal injury, severe property damage or severe environmental harm (A “High Risk Environment”). Accordingly, (i) Customer should not use the Products in a High Risk Environment, (ii) any use of the Products by customer in a high risk environment is at Customer’s own risk, (iii) SonicWall, its affiliates and suppliers shall not be liable to Customer in any way for use of the Products in a High risk Environment, and (iv) SonicWall makes no warranties or assurances, express or implied, regarding use of the Products in a High Risk Environment. Further, Customer acknowledges that Product provided under these Terms is not designed with security and access management for the processing and/or storage of the following categories of data and software: (A) classified data and software; (B) data and software controlled under the International Traffic in Arms Regulations (“ITAR”); and (C) personally identifiable information that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law (collectively referred to as “Excluded Data”). Customer hereby agrees that it is solely responsible for reviewing data that the Product will provide to SonicWall (or to which SonicWall will have access) to ensure that it does not contain Excluded Data.
16.1 Definition. “Confidential Information” means information or materials disclosed by SonicWall (the “Disclosing Party”) to Customer (the “Receiving Party”) that are not generally available to the public and which, due to their character and nature, a reasonable person under like circumstances would treat as confidential, including, without limitation, financial, marketing, and pricing information, trade secrets, know-how, proprietary tools, knowledge and methodologies, the Software (in source code and/or object code form), information or benchmark test results regarding the functionality and performance of the Product, any software license keys provided to Customer, and the terms and conditions of these Terms. Reporting and registration information provided by Customer to SonicWall under these Terms shall be deemed SonicWall Confidential Information. Confidential Information shall not include information or materials that (i) are generally known to the public, other than as a result of an unpermitted disclosure by the Receiving Party after the date that Customer accepts these Terms (the “Effective Date”); (ii) were known to the Receiving Party without an obligation of confidentiality prior to receipt from the Disclosing Party; (iii) the Receiving Party lawfully received from a third party without that third-party’s breach of agreement or obligation of trust; (iv) are protected by SonicWall in accordance with its obligations under the Protected Data Section below, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information.
16.2 Obligations. The Receiving Party shall (i) not disclose the Disclosing Party’s Confidential Information to any third party, except as permitted in subsection (c) below and (ii) protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights. For the avoidance of doubt, this Section shall apply to all disclosures of the parties’ Confidential Information as of the Effective Date, whether or not specifically arising from a party’s performance under these Terms.
16.3 Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of these Terms or to provide professional advice in connection with these Terms, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of these Terms. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.
17.1 Translation. Any translation of these Terms is provided solely for convenience and is not intended to modify these Terms. In the event of a conflict between the English version of these Terms and a version in a language other than English, the English version shall apply.
17.3 No Partnership. Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency or other similar relationship between SonicWall and Customer, nor as granting Customer the right, power, or authority (express or implied) to bind or otherwise create any duty or obligation for SonicWall.
17.4 No Third-Party Beneficiaries. Except as expressly provided by these Terms, these Terms does not create any obligation of a party to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties.
17.5 Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that would require the application of laws of a different state. Any action seeking enforcement of these Terms or any provision hereof shall be brought exclusively in the state or federal courts located in the Santa Clara County, California. Each party hereby agrees to submit to the jurisdiction of such courts. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the parties do business or are incorporated.
17.6 Assignment. Except as otherwise set forth herein, Customer shall not, in whole or part, assign or transfer any part of these Terms, the licenses granted under these Terms or any other rights, interest or obligations hereunder, whether voluntarily, by contract, by operation of law or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise without the prior written consent of SonicWall. Any attempted transfer or assignment by Customer that is not permitted by these Terms shall be null and void.
17.7 Severability. If any provision of these Terms shall be held by a court of competent jurisdiction to be contrary to law, such provision will be enforced to the maximum extent permissible by law to affect the intent of the parties and the remaining provisions of these Terms will remain in full force and effect. Notwithstanding the foregoing, the terms of these Terms that limit, disclaim, or exclude warranties, remedies or damages are intended by the parties to be independent and remain in effect despite the failure or unenforceability of an agreed remedy. The parties have relied on the limitations and exclusions set forth in these Terms in determining whether to enter into it.
17.8 Use by U.S. Government. The Product is a “commercial item” under FAR 12.201. Consistent with FAR section 12.212 and DFARS section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Product or documentation by the U.S. government is prohibited except as expressly permitted by these Terms. In addition, when Customer is a U.S. government entity, the Infringement Indemnity provisions of these Terms and the Injunctive Relief provisions shall not be applicable.
17.9 Notices. All notices provided hereunder shall be in writing and may be delivered by email, in the case of SonicWall to and in the case of Customer to the email address SonicWall has on file for Customer. All notices, requests, demands or communications shall be deemed effective upon delivery in accordance with this paragraph.
17.10 Disclosure of Customer Status. SonicWall may include Customer in its listing of customers and, upon written consent by Customer, announce Customer’s selection of SonicWall in its marketing communications.
17.11 Waiver. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.12 Injunctive Relief. Customer acknowledges and agrees that money damages may be an inadequate remedy for SonicWall in the event of a breach or threaten breach of these Terms including but not limited to a breach of any license granted by SonicWall and any restrictions or confidential information provisions in these Terms. Therefore, SonicWall shall be entitled to seek preliminary or immediate injunctive relief (including an order prohibiting Customer from taking actions in breach of such provisions), without limiting and in addition to its other rights and remedies and without the need for posting bond, and that specific performance as may be appropriate to preserve all of SonicWall’s rights. All rights and remedies afforded SonicWall by law shall be cumulative and not exclusive.
17.13 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures. For added certainty, this Section shall not operate to change, delete, or modify any of the parties’ obligations under these Terms (e.g., payment), but rather only to excuse a delay in the performance of such obligations.
17.14 Equal Opportunity. SonicWall is a federal contractor and Affirmative Action employer (M/F/D/V) as required by the Equal Opportunity clause C.F.R. § 60-741.5(a).
17.15 Headings. Headings in these Terms are for convenience only and do not affect the meaning or interpretation of these Terms. These Terms 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 these Terms it will be construed in each case to mean “including, but not limited to.”
17.16 Legal Fees. If any legal action is brought to enforce any rights or obligations under these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may be awarded.
17.17 Entire Agreement. Each party acknowledges that in entering into these Terms it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms. Unless Customer has entered into another written agreement with respect to the Product which has been signed by Customer and an authorized representative of SonicWall and which conflicts with the provisions of these Terms, Customer agrees that these Terms supersede all prior written or oral agreements, warranties or representations with respect to use of the Product. If any provision (or part thereof) of these Terms is found to be invalid or unenforceable, the remaining provisions (including other valid parts within the effected term) will remain effective. Customer understands and agrees that SonicWall may modify or amend these Terms at any time without notice. Customer is responsible for ensuring it is aware of the most current terms and conditions that apply to the Products and use thereof. Customer acknowledges that it has read, understands and agrees to be bound by these Terms and that these Terms is the complete and exclusive statement of the agreement between Customer and SonicWall regarding the Product(s).
Last updated: September 15, 2020