Connectra License Agreement & Limited Hardware Warranty
Contents
1. Check Point SOFTWARE TECHNOLOGIES LTD We Secure the Internet Connectra License Agreement amp Limited Hardware Warranty This End user License Agreement the Agreement is an agreement between you both the individual installing the Product and any legal entity on whose behalf such individual is acting hereinafter You or Your and Check Point Software Technologies Ltd hereinafter Check Point TAKING ANY STEP TO SET UP USE OR INSTALL THE PRODUCT CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY IF YOU HAVE ORDERED THIS PRODUCT SUCH ORDER IS CONSIDERED AN OFFER BY YOU CHECK POINT S ACCEPTANCE OF YOUR OFFER IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS IF THESE TERMS ARE CONSIDERED AN OFFER BY CHECK POINT YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT YOU MUST RETURN THIS PRODUCT WITH THE ORIGINAL PACKAGE AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND Intelligent Security Check Point protects every part of your network perimeter internal Web to keep your information resources safe acces2. WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT NEGLIGENCE STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY REGARDLESS OF WHETHER CHECK POINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR i ANY PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST DATA OR LOST PROFITS OR ii FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS TECHNOLOGY OR SERVICES OR iii FOR ANY CLAIMS BASED ON ANY ERROR DEFECT OR NONCONFORMITY IN THE PRODUCTS OR SERVICE FOR ANY AMOUNT IN EXCESS OF THE PRICE PAID TO CHECK POINT FOR SUCH DEFECTIVE PRODUCT S OR SERVICE OR IV FOR ALL OTHER CLAIMS NOT RELATED TO AN ERROR DEFECT OR NONCONFORMITY IN THE PRODUCTS ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT PAID TO CHECK POINT HEREUNDER DURING THE THREE 3 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE Check Point Software Technologies Ltd 6 July 2005
3. into a longer term license agreement with Check Point You may request a License Key from Check Point which if provided to You will allow You to use the Product after such evaluation period but only subject to all of the terms and conditions of this Agreement In the event that You determine not to enter into a licensing transaction with Check Point at the end of such evaluation period or in the event that Check Point advises You that discussions with respect to a licensing transaction have terminated then Your rights under this Agreement shall terminate and You shall promptly return to Check Point or destroy all copies of the Product 2 7 Disabled License server The License Key You obtain from Check Point enables the Licensed server 2 gt ol which enables You to use the Licensed Configuration of the Product If your Licensed server is disabled for any reason Check Point may at its sole discretion issue You another License Key provided you agree not to use the Product on the original Licensed server nor its License Key MAINTENANCE AND SUPPORT Check Point has no obligation to provide support maintenance upgrades modifications or new releases under this Agreement The purchase of support shall be governed by the applicable Service Level Agreement TITLE AND INTELLECTUAL PROPERTY All right title and interest in and to the Product shall remain with Check Point and its licensors The Product is protected under in
4. specific legal rights You may have other rights that vary from state to state Limitation on Liability EXCEPT FOR BODILY INJURY OF A PERSON IN NO EVENT WILL CHECK POINT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT THE PRODUCT OR ANY SERVICES UNDER ANY CONTRACT NEGLIGENCE STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS OR FOR LOSS OF OR CORRUPTION OF DATA OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY IRRESPECTIVE OF WHETHER CHECK POINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES CHECK POINT S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY CHECK POINT UNDER THIS LICENSE FOR THE PARTICULAR PRODUCT S WHICH CAUSED THE DAMAGES Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to You GOVERNMENT REGULATION AND EXPORT CONTROL Government Regulations You agree that the Product will not be shipped transferred or exported into any country or used in any manner prohibited by law Export The Product is subject to export control laws of the State of Israel and or may be subject to additional export control laws applicable to You or in Your jurisdiction including without limitation the United States If the Product contains any encryption device You must contact
5. to Third Party Software as if they were the Product and Check Point respectively 9 3 Government Restricted Rights This provision applies to Product acquired directly or indirectly by or on behalf of any Government The Product is a commercial product licensed on the open market at market prices and was developed entirely at private expense and without the use of any Government funds Any use modification reproduction release performance display or disclosure of the Product by any Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement and no license to the Product is granted to any government requiring different terms 9 4 Questions Should You have any questions concerning this Agreement contact the manufacturer at Check Point Software Technologies Lid 3a Jabotinsky St Ramat Gan Israel 52520 4 Limited Hardware Warranty Check Point warrants that the hardware components of the Hardware Products shall be free from material defects in design materials and workmanship and will function under normal use and circumstances materially in accordance with the documentation provided with such Hardware Products for a period of one year from the date of shipment by Check Point Your sole and exclusive remedy and Check Point s sole and exclusive liability for defective hardware components shall be that Check Point at its sole option subj
6. Check Point s export regulation information page checkpoint com for specific information You agree that You will not ship transfer or export the Product into any country or make available or use the Product in any manner prohibited by law Check Point Software Technologies Ltd 4 July 2005 Connectra License Agreement amp Limited Hardware Warranty 8 3 You understand and acknowledge that upon entry of the Product into the United States it becomes subject to regulation by agencies of the U S government including the U S Department of Commerce which prohibit export or diversion of certain products and technology to certain countries Any and all of Your obligations with respect to the Product shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States including the Export Administration Act of 1979 as amended any successor legislation and the Export Administration Regulations EAR issued by the Department of Commerce International Trade Administration and Bureau of Export Administration You warrant that You will comply in all respects with the export and re export restrictions applicable to the Product and will otherwise comply with the EAR or other United States laws and regulations in effect from time to time 8 4 You warrant and agree that You are not i
7. ect to the terms and conditions of this Section and solely upon confirmation of a defect or failure of a hardware component to perform as warranted shall either repair or replace the nonconforming hardware component All replacement parts furnished to You under this warranty shall be new or refurbished and equivalent to new and shall be warranted as new for the remainder of the original warranty period All defective parts which have been replaced shall become the property of Check Point All defective parts that have been repaired shall remain Your property Check Point Software Technologies Ltd 5 July 2005 Connectra License Agreement amp Limited Hardware Warranty Procedures A Hardware Product or one of its component parts may only be returned to Check Point with Check Point s prior written approval Any such approval shall reference a returned material authorization number issued by an authorized Check Point service representative Transportation costs if any incurred in connection with the return of a defective item to Check Point shall be borne by You Any transportation costs incurred in connection with the redelivery of a repaired or replacement item to You by Check Point shall be borne by Check Point provided however that if Check Point determines in its sole discretion that the allegedly defective item is not covered by the terms of the warranty or that a warranty claim is made after the warranty period the cost of the repai
8. grant licenses for the use of Third Party Software 1 7 You are a Managed Service Provider if a You are in the regular business of providing firewall VPN or IP addressing management for a fee to entities that are not Your affiliates each a Service Customer or b You indicated in Your purchase order or in requesting the License Key that You intend to use the Products on behalf of Service Customers 1 8 You are a Standard User if You indicated in Your purchase order or in requesting the License Key that You intend to use he Products on Your own behalf or You obtained the products from a Managed Service Provider 2 LICENSE AND RESTRICTIONS 2 1 License Subject to the terms and conditions of this Agreement Check Point hereby grants only to You a non exclusive non sublicensable non transferable perpetual license to use the copy of the Product in accordance with the relevant end user documentation provided by Check Point only on the Licensed server and only for the Licensed Configuration You have no right to receive use or examine any source code or design documentation relating to the Product 2 2 Standard User Restrictions If You are a Standard User the Products are licensed to You solely for use by You to provide policy management for Your own operations No Product nor any portion thereof may be used by or on behalf of accessed by re sold to rented to or distributed to any other party 2 3 Managed Service Pro
9. ile formats or programming or interoperability interfaces of the Products by any means whatsoever You will not develop methods to enable unauthorized parties to use the Product or to develop any other product containing any of the concepts and ideas contained in the Product not independently developed by You You will not and will not allow any third party to modify Product or incorporate any portion of Product into any other software or create a derivative work of any portion of the Product You will not and will not allow any third party to remove any copyright or other proprietary notices from the Product Specific Restrictions The Product is licensed to You based on the applicable Licensed Configuration purchased The License permits the use of the Product in accordance with the designated number of concurrent users It is a violation of this End User License Agreement to create set up or design any hardware software or system with the intent or resulting effect of circumventing the Licensed Configuration If this Product is used as part of a High Availability HA environment then the primary Product must be of equal licensed size and configuration Evaluation License This Section 2 6 shall only apply if You are licensing the Product for an initial evaluation period The license is valid only for the designated evaluation period and is designed to allow You to evaluate the Product during such period In the event that You wish to enter
10. located in under the control of or a national or resident of Cuba Iraq Libya North Korea Iran Syria or Sudan or ii on the U S Treasury Department list of Specially Designated Nationals or the U S Commerce Department s Table of Deny Orders 9 GENERAL 9 1 Miscellaneous You may not assign your rights or obligations under this Agreement without the prior written consent of Check Point If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement and the remainder of the provisions of this Agreement shall remain in full force and effect The laws of the State of Israel shall govern all issues arising under or relating to this Agreement without giving effect to the conflict of laws principles thereof All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate Israeli court sitting in Tel Aviv Israel This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods the application of which is expressly excluded This Agreement sets forth the entire understanding and agreement between You and Check Point and may be amended only in writing signed by both parties 9 2 Third Party Software The provisions of this Agreement shall apply to all Third Party Software Providers and
11. nless it declines to defend or settle in which case You are free to pursue any alternative You may have LIMITED WARRANTY WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY Limited Warranty Check Point warrants to You that the encoding of the software program on the media on which the Product is furnished will be free from defects in material and workmanship and that the Product shall substantially conform to its user manual as it exists at the date of delivery fora period of ninety 90 days from the date You receive the original License Key Check Point s entire liability and Your exclusive remedy shall be at Check Point s option either i return of the price paid to Check Point for the Product resulting in the termination of this Agreement or ii repair or replacement of the Product or media that does not meet this limited warranty EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 7 1 THE PRODUCT AND ANY SERVICES ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED CHECK POINT DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE CHECK POINT DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last so the above limitations may not apply to You This warranty gives You
12. r by Check Point including all shipping expenses shall be reimbursed by You Exclusions The foregoing warranties and remedies shall be void as to any Hardware Products damaged or rendered unserviceable by one or more of the following 1 improper or inadequate maintenance by anyone other than Check Point or Check Point s authorized agents 2 software or interfacing supplied by anyone other than Check Point 3 modifications alterations or additions to the Hardware Products by personnel not certified by Check Point or Check Point s authorized agents to perform such acts or other unauthorized repair installation or opening or other causes beyond Check Point s control 4 unreasonable refusal to agree with engineering change notice programs 5 negligence by any person other than Check Point or Check Point s authorized agents 6 misuse abuse accident electrical irregularity theft vandalism fire water or other peril 7 damage caused by containment and or operation outside the environmental specifications for the Hardware Products 8 alteration or connection of the Hardware Products to other systems equipment or devices other than those specifically approved by Check Point without the prior approval of Check Point or 9 any use that is inconsistent with the user manual supplied with the Hardware Product Limitation of Liability NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE NEITHER CHECK POINT NOR ITS SUPPLIERS
13. sible and easy to manage Connectra License Agreement amp Limited Hardware Warranty Check Point Software Technologies Ltd Connectra License Agreement 1 DEFINITIONS 1 1 Product means the object code copy of the software program provided to You in association with this Agreement together with the associated original electronic media and all accompanying manuals and other documentation and together with all enhancements upgrades and extensions thereto that may be provided by Check Point to You from time to time 1 2 Licensed Configuration means to the extent applicable as indicated on the License Key the choice of features and the maximum number of users accessing the Product or any other hardware or software specifications as declared by You in Your purchase order or request for License Key and upon which the licensing fee was based 1 3 Licensed server means the server defined by the host ID identified by You to Check Point when obtaining the License Key which enables the Product to operate in accordance with the Licensed Configuration 1 4 License Key means the code provided to You by Check Point which enables the Product to operate on the Licensed server for the specified Licensed Configuration 1 5 Third Party Software means any software programs provided by third parties contained in the Product 1 6 Third Party Software Provider means the third party that has the right to provide and
14. ternational copyright trademark and trade secret and patent laws The license granted herein does not constitute a sale of the Product or any portion or copy of it TERM AND TERMINATION This Agreement is effective until terminated Check Point may terminate this Agreement upon Your breach of any of the provisions hereof that is not cured within thirty 30 days Upon termination of this Agreement You agree to cease all use of the Product and to return to Check Point or destroy the Product and all documentation and related materials in your possession and so certify to Check Point Except for the license granted herein and as expressly provided herein the terms of this Agreement shall survive termination Check Point Software Technologies Ltd 3 July 2005 Connectra License Agreement amp Limited Hardware Warranty a 6 6 2 7 4 7 2 8 8 _ 8 2 INDEMNIFICATION Check Point shall have the right but not the obligation to defend or settle at its option any action at law against You arising from a claim that Your permitted use of the Product under this Agreement infringes any patent copyright or other ownership rights of a third party You agree to provide Check Point with written notice of any such claim within ten 10 days of Your notice thereof and provide reasonable assistance in its defense Check Point has sole discretion and control over such defense and all negotiations for a settlement or compromise u
15. vider Restrictions If You are a Managed Service Provider the Products are licensed to You for use by You to provide policy management for only the operations of Your Service Customers No Product nor any portion thereof may be used by or on behalf of accessed by re sold to rented to or distributed to multiple customers 2 4 General Restrictions Except for one copy solely for back up purposes or as may be permitted by applicable law You may not copy the Product in whole or in part You must reproduce and include the copyright notice and any other notices that appear on the original Product on any back up copy The Product is licensed to You solely for your use and the Product or any portion thereof may not be Check Point Software Technologies Ltd 2 July 2005 Connectra License Agreement amp Limited Hardware Warranty 2 5 2 Oo used or accessed by sub licensed to re sold to rented to or distributed to any other party except through the permissible Web Portal interface You acknowledge that the source code of the Product and the underlying ideas or concepts are valuable intellectual property of Check Point and You agree not to except as expressly authorized and only to the extent established by applicable statutory law attempt to or permit others to decipher reverse translate decompile disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or f
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