Edgecore Networks Corporation

END USER LICENSE AGREEMENT

LEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING SOFTWARE FROM EDGECORE. BY USING EDGECORE SOFTWARE (THE “SOFTWARE”), YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO EDGECORE SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH EDGECORE OR OTHER AUTHORIZED EDGECORE SERVICE PROVIDERS REGARDING SERVICES AND ASSOCIATED PAYMENTS.

1) Trademarks:

Edgecore, regardless of capital or lower case, is a registered trademark of Edgecore Networks Corporation. All other brand and product names are trademarks or registered trademarks of their respective owners. Protected trademarks are not marked as such herein. This does not mean, however that they may be used freely.

2) License grant:

"SOFTWARE” means the software contained in this package and any subsequent versions or upgrades received as a result of having down loaded this package. Edgecore grants YOU a license to use one copy of the version of this SOFTWARE only on a single Edgecore hardware. "YOU" or “BUYER” means a company, an entity or an individual taken as the original purchaser of the SOFTWARE. "USE" means storing, loading, installing, executing or displaying the SOFTWARE. YOU may not modify the SOFTWARE or disable any licensing or control features of the SOFTWARE except as an intended part of the SOFTWARE's programming features. This license is not transferable to any other company, entity or individual. YOU may not publish any registration information (serial numbers, registration keys, etc.) or pass it to any other company, entity or individual. BUYER may not electronically transfer the program from one Edgecore hardware to the other devices over any type of network. BUYER may not distribute copies of the SOFTWARE or the accompanying documentation to others either for a fee or without charge. BUYER may not modify or translate the SOFTWARE or documentation. BUYER may not disassemble the SOFTWARE or allow it to be disassembled into its constituent source code. BUYER's use of the SOFTWARE indicates his/her acceptance of these terms and conditions. If BUYER does not agree to these conditions, return the distribution media, documentation, and associated materials to the vendor from whom the SOFTWARE was obtained, and erase the SOFTWARE from any and all storage devices upon which it may have been installed.

3) Open Source Software:

Certain components of the SOFTWARE may incorporate “open source” software. To the extent required by an Open Source License that applies to Open Source Software included in or provided with the Software: (a) the terms of such Open Source License will apply to such Open Source Software instead of the terms of the license grant in this Agreement; and (b) any restrictions prohibited by such Open Source License that are contained in this Agreement will not apply to such Open Source Software. Notwithstanding the foregoing, SONiC is an open source Network Operating System (NOS) project and all the open source components and links to associated source code are available on the github at https://github.com/Azure/SONiC. The github will continuously get updated as the community adds new open source components to SONiC. Details are available on the Edgecore Networks Corporation, website (www.edge-core.com).

4) Ownership and Copyright:

The SOFTWARE is owned and copyrighted by Edgecore or Edgecore’s licensors. Your license confers no title or ownership of the SOFTWARE and should not be construed as a sale of any rights for the SOFTWARE. YOU acknowledge that the title and full ownership rights to the SOFTWARE will remain the exclusive property of Edgecore or Edgecore’s licensors and YOU will not acquire any rights to the SOFTWARE except as expressly set forth in this license. YOU agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

5) Unauthorized Use:

YOU affirm that YOU will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part. It is strictly prohibited for YOU to use copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the SOFTWARE except as provided in this Agreement. Any such unauthorized use shall result in immediate and automatic termination of this Agreement.

6) No Warranties:

This SOFTWARE is provided on an "AS IS" basis. Edgecore disclaims all warranties relating to this SOFTWARE, whether expressed or implied, including but not limited to any implied warranties of merchantability, non-infringement or fitness for a particular purpose. Neither Edgecore nor anyone else who has been involved in the creation, production, or delivery of this SOFTWARE shall be liable for any indirect, consequential, or incidental damages arising out of the use or inability to use such SOFTWARE, even if Edgecore has been advised of the possibility of such damages or claims. The person using the SOFTWARE bears all risk as to the quality and performance of the SOFTWARE. Some jurisdictions may not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, or the exclusion or limitation of incidental or consequential damages, so that the above given limitations or exclusions may not apply to YOU.

7) Limited Liability:

BUYER acknowledges that the SOFTWARE may not be free from defects and may not satisfy all of BUYER's needs. Edgecore warrants all media on which the SOFTWARE is distributed for 90 days to be free from defects in materials and workmanship under normal use. The SOFTWARE and any accompanying written materials are licensed "AS IS". BUYER's exclusive remedy during the warranty period shall consist of replacement of distribution media if determined to be faulty. In no event will Edgecore be liable for direct, indirect, incidental or consequential damage or damages resulting from loss of use, or loss of anticipated profits resulting from any defect in the program, even if it has been advised of the possibility of such damage. In no event will Edgecore's liability for any claim, whether in contract, tort or any other theory of liability, exceed the aggregate amount paid by YOU for the SOFTWARE.

8) Compliance with laws:

Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under this Agreement. Without limiting the foregoing, YOU acknowledge and agrees that the Software, including technical data, is subject to United States export control laws, including the United States Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. End User agrees to comply strictly with all such regulations and acknowledges that End User has the responsibility to obtain licenses to export, re-export, or import the SOFTWARE.

9) Termination:

Without prejudice to any other rights, Edgecore may immediately terminate this license without notice if YOU fail to comply with any terms and conditions of this Agreement. In such event, YOU must: 1. Cease all use of the SOFTWARE; 2. Destroy or return to Edgecore the original and all copies of the SOFTWARE; and 3. Delete the SOFTWARE from all Edgecore hardware on which it was resident. All disclaimers of warranties and limitation of liability set forth in this Agreement shall survive termination of this Agreement.

10) Governing Law and Jurisdiction:

This Agreement shall be governed by the laws of California, USA, excluding its conflict of law provisions. To the extent permitted by law, any Dispute any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California, USA.

11) General:

This Agreement represents the complete agreement between YOU and Edgecore relating to this license for the SOFTWARE and supersedes all prior agreements, communications, proposals and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgement or similar communication. This Agreement may only be modified by a written document signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. All rights not expressly granted herein are reserved to Edgecore Networks Corporation.

Terms and Conditions for Edgecore Networks Follow

will_huang 黃柏勝

July 20, 2022 02:05
Updated

Last updated: 08/17/2020

Corporation Services

These Terms and Conditions covering the Services provided to you ("Customer") by Edgecore Networks Corporation ("Provider") as entered into and agreed with by Customer as of the date Customer uses any of Provider's Services.

Services

The ecCLOUD and associated Services are provided by Provider. The Services are defined on Provider's web site at Add-ons page.

Trial Period

2.1 A trial period of one (1) week is available at the sole discretion of Provider.

2.2 A trial is only available once per cloud/account.

2.3 At the end of the one (1) week trial period, the Customer must register for paid services or all Services provider during the trial period will be disabled.

2.4 These Terms and Conditions apply to all trial periods.

2.5 Trial periods are subject to change or withdrawal at any time, without notice.

Registration and Account Integrity

3.1 As part of the registration process you will need to create an account, including a username & password. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you. You cannot create an account or username & password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.

3.2 Where we provide an organization with a number of user licenses for the Service these must be adhered to. User licenses cannot be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to the organization.

3.3 If for any reason you suspect that your username & password has been disclosed to or obtained by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username & password or other details.

Pricing

4.1 Current pricing is shown on Provider's web site at Add-ons page.

4.2 We reserve the right to change pricing and Services offered at any time by updating Exhibit A of these Terms and Conditions. No direct notice will be sent.

4.3 All payments are non-refundable for any reason.

Payment and Credit Control

5.1 Payment for all Services is due at the end of each month. The fee for each Service times the number of devices in a Site will be invoiced. Add-on services are billed monthly in arrears.

5.2 If you upgrade from a trial account or add new Services during a month, you will be charged for the Services prorated for the days used in the first month. Thereafter you will pay the monthly rate at the end of each month.

5.3 Where the Service has been paid for 12 months in advance, (where this option is offered by us) payment will be due in full on each anniversary.

5.4 Payment may be made either by auto-pay (with credit card), or manual pay (with credit card or voucher code). If auto pay is enabled, the customer's credit card on file will automatically be charged for the invoice total at the end of each month (Provider will not actually store any credit card information. This will be handled by Stripe, a payment processing API).

5.5 If Customer decides to manual pay, they must login within two weeks after the end of each month to pay their invoice. Any Customer account that is not paid when due may have all Services suspended until payment is current.

5.6 Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and valid credit or debit card information is provided for your account.

Cancellation

6.1 You may cancel your account or accounts at any time.

6.2 Cancellation should be done from the Billing and Licenses management page of the ecCLOUD, or in writing via email to eccloud@edge-core.com. Cancellation may also be made by signed letter that is delivered to Provider via national recognized overnight carrier.

6.3 Cancellation by any other means, including (but not limited to) telephone call, fax, text or instant message is not valid.

6.4 No refunds will be provided for any reason.

Adding or Reducing Services

7.1 Users have the ability to add new Services or to remove Services at any time upon written notice.

7.2 Where a Customer removes a Service, the Customer is responsible for all the data within the account and any loss of data caused by the removal of any service within the account related to such removal.

7.3 No refunds will be offered for Service removal during the month of removal. That monthly charge will be due in full. The new lower monthly charge will be automatically applied at the end of the following month.

Limitation of Liability

IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) SHALL PROVIDER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS OR REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Technical Support

9.1 Technical support will be provided via email and such other means as determined by Provider in order to provide a proper Service to Customers.

9.2 We reserve the right not to provide a full technical support service to trial account users.

Ownership

10.1 Provider owns and will continue to own all rights and title to the Services.

Termination

11.1 We may terminate Services to any Customer at any time where these Terms and Conditions have been breached. Such termination can be with or without notice and is without any Provider liability.

11.2 Various provisions of these Terms and Conditions will survive and continue after termination, including (but not limited to) clauses 8, 10, 11, 14 and 19.

Warranty and Backups

12.1 Provider will take reasonable steps to ensure that the Services are available and functioning properly at all times. However, Provider is not responsible for down-time or poor performance of our servers or infrastructure, or where any Service is unavailable for any other reason, whether within or outside our direct control.

12.2 Customer is solely responsible for backing up any content or data utilized with any Service. Provider strongly recommends that Customer regularly and completely backup all of your content and data utilized in any manner with the Services.

THE FOREGOING WARRANTIES, TERMS OR CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Assignment

Neither these Terms and Conditions nor the Services thereunder may be assigned by Customer without the prior written consent of Provider.

Indemnity

Customer agrees to indemnify and hold Provider and their respective subsidiaries, affiliates, officers and employees harmless from any loss, fines, fees, liability or claim made by any third party arising from your breach of these Terms and Conditions while using the Services.

Data protection

16.1 Provider shall not access your data except to provide the Services and to address service or technical problems and with your written permission. If Provider is given any access to Customer's data, Provider shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of such data.

16.2 Provider shall not disclose Customer data except as compelled by law or as expressly permitted in writing.

Severability

The foregoing Sections of these Terms and Conditions shall be read and construed independently of each other. Should any part of this agreement or its Sections be found invalid it shall not affect the remainder of the agreement.

Waiver

Failure by us to enforce any accrued rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

Jurisdiction

These Terms and Conditions shall be interpreted, construed and enforced in accordance with the laws of Taiwan. The venue for any legal proceedings will be the courts in Hsinchu, Taiwan. If any legal proceedings addressing any dispute arising out of or relating to these Terms and Conditions, the prevailing party shall be entitled to recover all of its attorney's fees and costs.

Terms_and_Conditions.docx

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