{"id":6798,"date":"2018-11-13T03:46:10","date_gmt":"2018-11-13T03:46:10","guid":{"rendered":"https:\/\/nsfocusglobal.com\/?page_id=6798"},"modified":"2026-04-17T18:07:56","modified_gmt":"2026-04-17T18:07:56","slug":"legal-terms-conditions","status":"publish","type":"page","link":"https:\/\/nsfocusglobal.com\/pt-br\/legal-terms-conditions\/","title":{"rendered":"Legal Terms and Conditions"},"content":{"rendered":"\t\t
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Legal Terms and Conditions<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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NSFOCUS INCORPORATED<\/strong><\/center>

MASTER TERMS AND CONDITIONS<\/p>

NOTE: IF LICENSEE HAS SIGNED A SEPARATE AGREEMENT WITH NSFOCUS FOR THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT, THE TERMS OF SUCH SIGNED AGREEMENT SHALL GOVERN.\u00a0 \u00a0<\/strong><\/p>

YOU SHOULD CAREFULLY READ THE FOLLOWING MASTER TERMS AND CONDITIONS (\u201cTERMS\u201d) BEFORE INSTALLING AND\/OR USING THE PRODUCTS OR SERVICES, THE USE OF WHICH ARE LICENSED BY NSFOCUS (AS DEFINED IN SECTION 11.6) AND ITS AFFILIATES (\u201cNSFOCUS\u201d) FOR USE ONLY AS SET FORTH BELOW. INSTALLING OR OTHERWISE USING ANY PART OF THE PRODUCTS OR RECEIVING SERVICES INDICATES THAT YOU, ON BEHALF OF YOURSELF AND ANY ENTITY BY WHOM YOU ARE EMPLOYED OR FOR WHOM YOU ARE USING THESE PRODUCTS OR SERVICES (\u201cLICENSEE\u201d) ACCEPTS THE TERMS OF THE AGREEMENT. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE AGREEMENT AND THAT \u201cYOU\u201d AND \u201cYOUR\u201d WILL REFER TO THAT COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT OR DO NOT HAVE THE AUTHORITY SPECIFIED ABOVE, DO NOT INSTALL OR OTHERWISE USE THE PRODUCTS OR SERVICES AND RETURN THE UNUSED PRODUCTS TO NSFOCUS OR THE RESELLER WHERE YOU OBTAINED THEM.<\/p>

1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 DEFINITIONS<\/strong><\/p>

1.1\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0\u201cAgreement<\/u>\u201d means<\/em>\u00a0these Master Terms, the Order, the Cloud Services Terms of Use (if applicable), any Statement of Work (if applicable), and any other document referenced therein.<\/p>

1.2\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u201cAppliance(s)\u201d<\/u>\u00a0means the hardware device containing the Software as specified in the Order.<\/em><\/p>

1.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u201cConfidential Information<\/u>\u201c<\/em>\u00a0means all confidential and proprietary information of a party (\u201cDisclosing Party<\/strong>\u201c) disclosed to the other party (\u201cReceiving Party<\/strong>\u201c), whether orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the terms of this Agreement and any pricing. \u00a0The Software, Documentation, Deliverables, and all proprietary information embedded in the Appliance, is the Confidential Information of NSFOCUS, regardless of marking.<\/p>

1.4\u00a0 \u00a0 \u00a0 \u00a0 \u201cDeliverables\u201d<\/u><\/em>\u00a0means all training materials and results of Professional Services provided by NSFOCUS to Licensee pursuant to a Statement of Work (excluding any Licensee Confidential Information).<\/p>

1.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u201cDocumentation<\/u><\/em>\u201d means the description of the Software and Appliance provided by NSFOCUS to Licensee and the user manuals relating to their use that are provided on-line at the time of Licensee\u2019s purchase or license, embedded in the Software, or delivered with the Software or Appliance.<\/p>

1.6\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u201cOpen Source Software\u201d<\/u><\/em>\u00a0or \u201cOSS\u201d<\/u><\/em>\u00a0means software components that are licensed under a license approved by the Open Source Initiative (\u201cOSI\u201d) or similar open source or freeware license and are embedded in or provided with the Products.<\/p>

1.7\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u201cOrder\u201d<\/u><\/em>\u00a0means an order that includes a description of Products and Services to be licensed or purchased by Licensee.<\/p>

1.8\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u201cProducts\u201d<\/u><\/em>\u00a0means the Software, Documentation, and Appliance specified in the Order and any Updates thereto.<\/p>

1.9\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u201cProfessional Services\u201d<\/u>\u00a0<\/em>means those training and implementation services which may be provided by NSFOCUS as described in a SOW.<\/p>

1.10\u00a0 \u00a0 \u00a0 \u00a0 \u201cReseller\u201d<\/u><\/em>\u00a0means a third-party authorized by NSFOCUS to resell or sublicense Products and Services directly to Licensee.<\/p>

1.11\u00a0 \u00a0 \u00a0 \u00a0 \u201cServices\u201d<\/u><\/em>\u00a0means Support and Professional Services.<\/p>

1.12\u00a0 \u00a0 \u00a0 \u00a0 \u201cSoftware<\/u><\/em>\u201d means NSFOCUS\u2019s proprietary software program(s) described in the Order, in binary or object code form, and any Updates thereto.<\/p>

1.13\u00a0 \u00a0 \u00a0 \u00a0 \u201cStatement of Work\u201d<\/u><\/em>\u00a0or \u201cSOW\u201d<\/u><\/em>\u00a0means a mutually agreed upon description of the Professional Services to be provided by NSFOCUS which is attached to an Order.<\/p>

1.14\u00a0 \u00a0 \u00a0 \u00a0 \u201cSupport\u201d<\/u><\/em>\u00a0means NSFOCUS\u2019s standard support services which are available for the Products as specified by NSFOCUS from time to time.<\/p>

1.15\u00a0 \u00a0 \u00a0 \u00a0 \u201cUpdates\u201d<\/u><\/em>\u00a0means releases and error corrections to the Products that are generally provided by NSFOCUS to customers receiving Support at no additional charge.\u00a0 Updates do not include releases, improvements, or enhancements for which NSFOCUS charges separately or extra as determined by NSFOCUS in its sole discretion.<\/p>

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2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 LICENSES<\/strong><\/p>

2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0License Grant<\/u><\/em>. Subject to Licensee\u2019s compliance with these Master Terms, NSFOCUS hereby grants Licensee a personal, non-exclusive, non-transferable license during the term specified in the Order, without the right of sublicense, to use the Software and Appliance in accordance with the Documentation in the quantities specified in the Order, for Licensee\u2019s own internal business purposes.<\/p>

2.2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Restrictions<\/u><\/em>. Except for the limited license rights expressly granted in Section 2.1, NSFOCUS reserves all rights in and to the Products.\u00a0 Except as expressly permitted herein, Licensee shall not: (a) reproduce, modify, translate or create any derivative work of all or any portion of the Products, (b) sell, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Product to a third party, (c) reverse engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the Product (other than the Open Source Software) except to the extent expressly permitted by law, (d) remove, alter, cover, or obfuscate any copyright, trademark or other proprietary rights notices placed or embedded on or in the Products, (e) unbundle any components of the Software, (f) access a Product for the purpose of building a competitive product or service or copying its features or user interface, (g) use the Products to scan unauthorized computer systems or exploit the vulnerability scanned by the Products to intrude into unauthorized computer systems, or grant access to the vulnerability information scanned by the Products to any third party, or (h) cause or permit any third party to do any of the foregoing.\u00a0 In addition, Licensee shall not use the Products for the benefit of any third party, including but not limited to as an application service provider, for third-party training, or time-sharing or service bureau use.\u00a0 Notwithstanding the foregoing, Licensee may make a reasonable number of copies of the Software and Documentation for backup purposes, provided that such copies include all copyright and other intellectual property rights notices that appear on the original.\u00a0 If Licensee is a European Union (\u201cEU<\/strong>\u201d) resident, information necessary to achieve interoperability of the Products with other programs within the meaning of the EU Directive on the Legal Protection of Computer Programs is available from NSFOCUS upon written request. If Licensee sells, leases, lends, rents, transfers, or otherwise distributes an Appliance to a third party, Licensee will ensure that it erases all copies of the Software from such Appliance.<\/p>

2.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Open Source Software<\/u><\/em>. Notwithstanding anything herein to the contrary, Open Source Software is licensed to Licensee under such OSS\u2019s own applicable license terms, which can be found (a) in the open_source_licenses.txt file, (b) in the Documentation, (c) in the corresponding source files for the Software, or (d) on NSFOCUS\u2019s website. These OSS license terms are consistent with the license granted in Section\u00a02, and may contain additional rights benefiting Licensee.\u00a0 The OSS license terms shall take precedence over this Agreement to the extent that this Agreement imposes greater restrictions on Licensee than the applicable OSS license terms.<\/p>

2.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Audit<\/u><\/em>. NSFOCUS reserves the right, upon reasonable prior notice to Licensee and during Licensee\u2019s normal business hours, to audit Licensee\u2019s use of the Products to verify compliance with this Agreement.\u00a0 Any such audit shall be performed by NSFOCUS or its authorized representative, shall not take place more than once per calendar year, and shall be done in a manner to minimize disruption to Licensee\u2019s business.\u00a0 In the event that any audit reveals noncompliance with this Agreement, including but not limited to use of the Products other than as specified herein, Licensee shall promptly pay NSFOCUS any shortfall plus accrued interest at NSFOCUS\u2019s current rates and shall reimburse NSFOCUS for the reasonable cost of such audit.\u00a0 This does not limit any other remedies that NSFOCUS may have under this Agreement or otherwise.<\/p>

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3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0SERVICES.<\/strong><\/p>

3.1\u00a0 \u00a0 \u00a0 \u00a0\u00a0\u00a0Support<\/u><\/em>.\u00a0\u00a0<\/strong>Support may be purchased for one (1) year periods.\u00a0 Provided that Licensee has purchased Support, NSFOCUS will provide the Support specified in the applicable Order during the Support term.<\/p>

3.2\u00a0 \u00a0 \u00a0 \u00a0\u00a0Professional Services<\/u><\/em>.\u00a0 Licensee may purchase Professional Services by executing a SOW with NSFOCUS for such Professional Services. Changes to a SOW are not binding unless and until an amendment to such SOW is executed by both parties.<\/p>

3.2.1\u00a0 \u00a0 \u00a0 \u00a0 NSFOCUS hereby provides Customer with a limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for Customer\u2019s internal operations in connection with its authorized use of the applicable Product.\u00a0 Training Deliverables may be used solely for Licensee\u2019s internal training purposes. \u00a0Licensee is prohibited from: (a) modifying the training Deliverables, unless otherwise authorized in writing by NSFOCUS or set forth in the applicable SOW; (b) reselling or sublicensing any Deliverables; and (c) utilizing the training Deliverables to replicate or attempt to perform the training itself, unless otherwise authorized in writing by NSFOCUS or set forth in the applicable SOW; and (d) developing or attempting to develop any of the products described in the Deliverables.<\/p>

3.2.2\u00a0 \u00a0 \u00a0 \u00a0 Where access to software licensed by third parties is required in order to allow NSFOCUS to perform the Professional Services, Licensee shall be responsible for ensuring that it has appropriate licenses from its vendors sufficient to allow NSFOCUS to perform such Professional Services.\u00a0 NSFOCUS shall only use such third party software in connection with its performance of Professional Services for Licensee.<\/p>

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4.\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 LIMITED WARRANTIES AND DISCLAIMER<\/strong><\/p>

4.1.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Limited Warranty<\/u><\/em>. NSFOCUS warrants that the Appliance and Software (excluding OSS), as delivered, will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of delivery to Licensee. \u00a0NSFOCUS makes no warranty that the operation of the Products will be uninterrupted or error-free, that the Products will meet Licensee\u2019s requirements, or that the Products will operate in combination with hardware or software not provided by NSFOCUS.\u00a0 In the event that the Software does not conform to the above warranty, NSFOCUS\u2019s entire liability and Licensee\u2019s sole remedy shall be for NSFOCUS to: (a) use its reasonable efforts to correct any reproducible error confirmed by NSFOCUS; or (b) at NSFOCUS\u2019s option, to accept return of the non-conforming Software and refund to Licensee the fees paid for such Software.\u00a0 In the event the Appliance does not conform to the above warranty, NSFOCUS\u2019s entire liability and Licensee\u2019s sole remedy shall be for NSFOCUS to provide a repaired or replacement Appliance to Licensee pursuant to NSFOCUS\u2019s then current RMA process.\u00a0 NSFOCUS\u2019s warranty shall not extend to errors that result from: (i)\u00a0Licensee\u2019s failure to implement any Updates that are provided by NSFOCUS; (ii)\u00a0use of the Products other than in accordance with the Documentation; (iii)\u00a0any alterations of or additions or modifications to the Products performed by parties other than NSFOCUS or as authorized by NSFOCUS; (iv)\u00a0use of the Products in a manner for which they were not designed or outside of the scope of this Agreement; (v)\u00a0accident, negligence, or misuse of the Products by any party other than NSFOCUS; or (vi)\u00a0combination of the Products with other products not supplied by NSFOCUS.<\/p>

4.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Services Warranty<\/u><\/em>. NSFOCUS warrants that Services shall be performed in a professional manner in accordance with industry standards. NSFOCUS\u2019s ability to successfully perform hereunder is dependent upon Licensee\u2019s provision of timely information, access to resources, and participation. If through no fault or delay of Licensee the Services do not conform to the foregoing warranty, and Licensee notifies NSFOCUS within thirty (30) days of NSFOCUS\u2019s delivery of the Services, Licensee may require NSFOCUS to re-perform the non-conforming portions of the Services.<\/p>

4.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Authority<\/u><\/em>. NSFOCUS warrants that it has full power and authority to enter into this Agreement without the consent of any other person or entity.<\/p>

4.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/strong>Harmful Code<\/u><\/em>. For purposes of this warranty, \u201cHarmful Code\u201d shall include without limitation, any code containing viruses, Trojan horses, time bombs, worms or like destructive code or code that self-replicates or computer instructions, circuitry or other technological means designed to disrupt, damage or interfere with Licensee\u2019s authorized use of the Products or License\u2019s computers and communications facilities or equipment.\u00a0 NSFOCUS represents and warrants that it: (a) incorporates commercially reasonable measures to screen for Harmful Code, (b) has used commercially reasonable efforts, including the installation of industry standard anti-virus software, to ensure that the Products and Deliverables contain no Harmful Code at delivery and (c) uses commercially reasonable efforts to prevent the introduction of such Harmful Code into the Products and Deliverables.\u00a0 The following shall not be deemed Harmful Code:\u00a0 (i) a feature through the user interface that permits a user to access NSFOCUS\u2019s Web site through a browser over the Internet to access Support and\/or to register the Products, or (ii) keys that de-activate evaluation copies of the Products after a period of time, making the Products unusable, or (iii) keys which limit the bandwidth for the use of the Products or Deliverables or otherwise prevent the Products or Deliverables from being used other than as specified in the Order.<\/p>

4.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Open Source<\/u><\/em>. NSFOCUS represents and warrants that Licensee\u2019s use and operation of\u00a0the Open Source Software in binary format, as delivered and when used solely for internal use as described in the Documentation, will not require the disclosure, licensing or assignment of\u00a0Licensee\u2019s proprietary or third-party licensed software under any open source license(s).<\/p>

4.6\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Disclaimer of Warranties<\/u><\/em><\/strong>.\u00a0<\/strong>EXCEPT AS EXPRESSLY SPECIFIED IN THIS SECTION 4, NSFOCUS AND ITS LICENSORS PROVIDE THE PRODUCTS, DELIVERABLES AND SERVICES \u201cAS IS\u201d AND EXPRESSLY DISCLAIM ANY WARRANTIES, TERMS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, DELIVERABLES, OR ANY PART THEREOF OR ANY SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.<\/p>

4.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Licensee Warranties<\/u><\/em>. Licensee warrants that (a) it has the authority to enter into this Agreement and to comply with its obligations hereunder, and (b) it shall at all times fully comply with all laws and regulations applicable with respect to the use of the Products, Deliverables, and Services.\u00a0 Licensee remains responsible for (i) any data and the content Licensee makes available to NSFOCUS in connection with this Agreement, (ii) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data, and (iii) backup and recovery of any database and any stored data. Licensee will not send or provide NSFOCUS with access to any personally-identifiable information, whether in data or any other form, and will indemnify and hold NSFOCUS harmless from any claims regarding personally-identifiable data.<\/p>

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5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 LIMITATION OF LIABILITY<\/strong><\/p>

NSFOCUS AND ITS SUPPLIERS SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESS DISRUPTION, LOST BUSINESS, OR DAMAGE TO SYSTEMS, DATA, OR PROGRAMS ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\u00a0 THE LIABILITY OF NSFOCUS AND ITS SUPPLIERS HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE FOR THE PRODUCTS AND SERVICES.\u00a0 THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.\u00a0 THIS DISCLAIMER OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.\u00a0 BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.<\/p>

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6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 PROPRIETARY RIGHTS<\/strong><\/p>

The Software, Documentation and Deliverables are licensed, not sold.\u00a0 All right, title and interest in and to the Software, Documentation, and Deliverables (excluding any Licensee Confidential Information), \u00a0and in any ideas, know-how, and programs that may be developed by NSFOCUS in the course of providing Services, including any enhancements or modifications and all intellectual property rights embodied therein (other than Licensee\u2019s Confidential Information), will at all times remain the property of NSFOCUS or its licensors. Licensee hereby acknowledges that the Products, Deliverables, and Services are protected by laws pertaining to intellectual property and proprietary rights in the United States and other countries.\u00a0 Licensee is aware that this Agreement confers only the right to use the Products, Deliverables and Services during the applicable license term specified in the Order.\u00a0 It does not convey any rights of ownership in or to the Software, Documentation or Deliverables.<\/p>

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7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 CONFIDENTIALITY<\/strong><\/p>

7.1.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Treatment of Confidential Information<\/u><\/em>. By virtue of this Agreement, either party may have access to the other party\u2019s Confidential Information.\u00a0 Receiving Party will protect Disclosing Party\u2019s Confidential Information with the same degree of care as it uses to protect its own Confidential Information of like kind, but in no event with less than a reasonable degree of care.\u00a0 Receiving Party will not use or disclose Disclosing Party\u2019s Confidential Information except as permitted in this Section or for the purpose of performing its obligations under this Agreement.\u00a0 Confidential Information may be disclosed only to employees or contractors of Receiving Party with a \u201cneed to know\u201d and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein.\u00a0 Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to ensure compliance with the provisions of this Agreement.\u00a0 Receiving Party may disclose the Disclosing Party\u2019s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party provides prompt written notice thereof to the Disclosing Party (to the extent legally permitted) and assistance to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.\u00a0 The confidentiality obligations of each party will survive expiration or termination of this Agreement for a period of three (3) years.<\/p>

7.2.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Exclusions<\/u><\/em>. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) the Disclosing Party discloses to third parties without restriction on disclosure; (c) is disclosed to the Receiving Party by a third party without restriction on disclosure and without breach of a nondisclosure obligation; (d) is independently developed by the Receiving Party without use of or access to the Confidential Information of the Disclosing Party; or (e) is previously known to the Receiving Party without a nondisclosure obligation as evidenced by written records.<\/p>

7.3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Injunctive Relief<\/u><\/em>. It is understood and agreed that notwithstanding any other provision of this Agreement, a breach by either party of Section 7 may cause the other party irreparable damage for which recovery of money damages might be inadequate, and that the other party shall therefore be entitled to seek timely injunctive relief, without posting bond, to protect such party\u2019s rights under this Agreement in addition to any and all remedies available at law.<\/p>

7.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Return of Confidential Information<\/u><\/em>.<\/u>\u00a0On Disclosing Party\u2019s written request or upon expiration or termination of this Agreement for any reason, the Receiving Party will promptly return or destroy, at Disclosing Party\u2019s option, all Confidential Information of Disclosing Party, in any form or media, and provide a written statement to Disclosing Party certifying the return or destruction of such Confidential Information.\u00a0 Notwithstanding the foregoing, in no event shall NSFOCUS be permitted to request the return of Products or Deliverables, except in connection with the termination or expiration of this Agreement or the applicable license.<\/p>

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8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 INTELLECTUAL PROPERTY RIGHT INDEMNITY<\/strong><\/p>

8.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Indemnity<\/u><\/em>. NSFOCUS shall indemnify, hold harmless, and defend Licensee and its officers, directors, and employees from and against all claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys\u2019 fees) to the extent arising from a claim brought by a third party that the Products, as delivered to Licensee and used as licensed hereunder infringes any (a) copyright, trademark or trade secret of a third party or (b) patent enforceable within the United States, Canada, United Kingdom, Germany, Japan or Singapore. Licensee shall provide NSFOCUS with (i) prompt written notice of any such claim or action, (ii) sole control and authority over the defense or settlement of such claim or action, and (iii) reasonable information and assistance to settle and\/or defend any such claim or action at NSFOCUS\u2019s expense.\u00a0 Should the Products become, or in NSFOCUS\u2019s opinion be likely to become, the subject of such a claim, or in the event NSFOCUS wishes to minimize its potential liability hereunder, NSFOCUS shall, at its option and expense: (i) procure for Licensee the right to continue to use the Products as provided herein, (ii) replace the Products with non-infringing, functionally equivalent products; or (iii) suitably modify the Product so that it is not infringing.\u00a0 In the event that none of the foregoing can be achieved using reasonable efforts, then NSFOCUS, at its option, may terminate the licenses for the affected Product (or portion thereof) and refund the fees paid for such Product (or portion thereof) to Licensee, amortized over a three (3) year period on a straight-line basis.<\/p>

8.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Exclusions<\/u><\/em>. NSFOCUS shall have no obligation with respect to any claim, action or proceeding to the extent arising from: (a) modification of the Products by anyone other than NSFOCUS or its Resellers, (b) use of the Products in combination or conjunction with any equipment, data, devices or software not provided by NSFOCUS wherein the absence of such combination the applicable Product would not have been infringing, (c) use of a Product in a manner other than for which it was intended or outside the scope of this Agreement, or (d) use of other than the then-most current release of the Software if such infringement or claim would have been prevented by the use of such current release.<\/p>

THE PROVISIONS OF THIS SECTION 8 SET FORTH NSFOCUS\u2019S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE\u2019S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.<\/p>

\u00a0<\/p>

9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 TERM AND TERMINATION.<\/strong><\/p>

9.1.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Term<\/u>.<\/em>\u00a0 This Agreement shall continue in effect until terminated.<\/p>

9.2.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Termination for Cause<\/u>.<\/em>\u00a0Either party will have the right to terminate this Agreement if the other party (a) fails to perform any material obligation and fails to cure such breach within thirty (30) days after notice of breach is given, (b) ceases to function as a going concern or to conduct operations in the normal course of business or (c) has a petition filed by or against it under any state, federal or national bankruptcy or insolvency law, which petition has not been dismissed or set aside within sixty (60) days of its filing.<\/p>

9.3.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Effect of Termination or Expiration<\/u>.<\/em>\u00a0Upon termination or expiration of this Agreement or applicable license term, Licensee shall immediately cease using the Confidential Information, Products and Deliverables provided under this Agreement and\/or the applicable Order and within thirty (30) days thereafter, return to NSFOCUS or destroy all copies of the Confidential Information, Products and Deliverables (including copies in any storage media), and provide written confirmation thereof.\u00a0 This requirement applies to all copies in any form, partial or complete, and whether or not merged into other materials.<\/p>

9.4.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Survival<\/u><\/em>. The obligations contained in the following Sections will survive termination of this Agreement for any reason:\u00a0 Sections 2.2, 2.3, 2.4, 4.6, 5, 6, 7, 8, 9 and 11.<\/p>

\u00a0<\/p>

10.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 PUBLICITY.<\/strong><\/p>

Licensee agrees that NSFOCUS may identify Licensee as a customer of NSFOCUS in NSFOCUS\u2019s marketing materials and on NSFOCUS\u2019s website.\u00a0 NSFOCUS may not issue any press release using Licensee\u2019s name or logo without Licensee\u2019s prior written consent, such consent not to be unreasonably withheld.<\/p>

\u00a0<\/p>

11.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 GENERAL<\/strong><\/p>

11.1.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Assignment<\/u>.<\/em>\u00a0This Agreement may not be assigned by Licensee, by operation of law or otherwise, without the prior written consent of NSFOCUS, such consent not to be unreasonably withheld.<\/p>

11.2.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Legal Expenses<\/u>.<\/em>\u00a0In any action to enforce this Agreement, the prevailing party shall be entitled to seek recovery of all court costs and reasonable attorneys\u2019 fees incurred, including such costs and attorneys\u2019 fees incurred in enforcing and collecting any judgment.<\/p>

11.3.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Severability<\/u><\/em>.<\/em>\u00a0If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.\u00a0 The parties further agree to negotiate in good faith a valid and enforceable provision that most nearly effects the parties\u2019 intent and to be bound by the mutually agreed substitute provision.<\/p>

11.4.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Force Majeure<\/u><\/em>.<\/em>\u00a0Except for the obligation to make payments, neither party shall be responsible for any delay in its performance due to causes beyond its reasonable control.<\/p>

11.5.\u00a0 \u00a0 \u00a0 \u00a0\u00a0Amendment and Waiver<\/u>.<\/em>\u00a0Any provision of this Agreement may be amended or modified and the observance of any provision of this Agreement may be waived (either generally or any particular instance either retroactively or prospectively) only with the written consent of both parties.\u00a0 In no event will the parties\u2019 execution of an Order be deemed an amendment, modification, or waiver of this Agreement. The failure of either party to enforce, or the delay by either party in enforcing, at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of such party thereafter to enforce any such provisions.<\/p>

11.6.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Parties, Governing Law and Jurisdiction<\/u><\/em>.<\/em>\u00a0The \u201cNSFOCUS\u201d entity that Licensee is contracting with under this Agreement, the law that will apply in any claim arising out of or in connection with this Agreement, and the exclusive venue to adjudicate any such claim, shall depend on where Licensee is domiciled as follows:<\/p>

\"\"<\/p>

11.7.\u00a0 \u00a0\u00a0\u00a0\u00a0Notices<\/u>.<\/em>\u00a0Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered by hand, (b) by registered or certified mail, postage prepaid, return receipt requested, five (5) days after deposit in the mail, (c) by overnight courier upon written verification of receipt, or (d) by confirmed fax upon receipt.\u00a0 All notices must be sent to the address set forth in the applicable Order, with a copy sent to NSFOCUS at 690 N. McCarthy Blvd, Suite 170 Milpitas, CA 95035, Attn:\u00a0 VP, Finance and International Business.<\/p>

11.8.\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Relationship of the Parties<\/u>.<\/em>\u00a0The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor.\u00a0 This Agreement shall not be deemed to create a partnership or joint venture and neither party is the other\u2019s agent, partner, employee, or representative.\u00a0 Neither party shall have the right to obligate or bind the other party in any manner whatsoever and nothing herein shall give or is intended to give any rights of any kind to third persons.<\/p>

11.9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Government Rights.<\/u><\/em>\u00a0The Software and Documentation are deemed to be \u201ccommercial computer software\u201d and \u201ccommercial computer software documentation,\u201d respectively, pursuant to DFAR Section\u00a0227.7202 and FAR Section\u00a012.212(b), as applicable.\u00a0 Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software or Documentation by the U.S. Government or other government entity shall be governed solely by the terms of this Agreement.<\/p>

11.10.\u00a0 \u00a0 \u00a0 \u00a0Export Compliance.<\/u><\/em>\u00a0Licensee acknowledges and agrees that the Products, Deliverables and related technology subject to this Agreement are subject to the export control laws and regulations of the United States, the European Union and other countries including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.\u00a0 Licensee agrees to comply with all such laws and regulations.\u00a0 Licensee shall promptly advise NSFOCUS in writing of any known or suspected sale, transfer, or diversion in violation of the foregoing.<\/p>

11.11.\u00a0 \u00a0 \u00a0 \u00a0Language<\/u>.<\/em>\u00a0The original of this Agreement is in English and Licensee waives any right to have it written in any other language.<\/p>

11.12.\u00a0 \u00a0\u00a0\u00a0\u00a0Entire Agreement<\/u>.<\/em>\u00a0This Agreement constitutes the entire, final, exclusive agreement between the parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter of this Agreement.<\/p>

\u00a0<\/p>

CLOUD SERVICES TERMS OF USE<\/strong><\/center>

These Cloud Services Terms of Use\u00a0(\u201cTOU\u201d)<\/strong>\u00a0supplements the Master Terms and Conditions for the use of NSFOCUS Products (\u201cTerms\u201d<\/strong>) with respect to Cloud Services offerings available from NSFOCUS.\u00a0 Except as described in these TOU, the Terms shall apply to the Cloud Services and references in the Terms to Products shall include the Cloud Services where applicable.<\/p>

1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 DEFINITIONS.\u00a0<\/strong>Capitalized terms have the meanings given to them below, or if not defined below, then the meanings given to them in the Terms.<\/p>

\u201cCloud Services\u201d<\/strong>means those NSFOCUS\u2019s Software as a Service (SaaS), Cloud computing services, and other similar services which are made available from time to time on a subscription basis.<\/p>

\u201cData\u201d\u00a0<\/strong>means any information of Licensee or its Users which is served or diverted through the Cloud Services.<\/p>

Documentation<\/strong>\u201d means NSFOCUS\u2019s online user guides, documentation, and help and training materials, as updated from time to time, accessible at NSFOCUS.com, or login to the applicable Cloud Service.<\/p>

\u201cPlatform\u201d<\/strong>\u00a0means the global NSFOCUS Cloud platform, including network, virtualization, domain name functionality and the NSFOCUS Cloud Portal (https:\/\/portal.nsfocus.cloud) through which the Cloud Services are provided.<\/p>

\u201cService Description\u201d<\/strong>\u00a0means NSFOCUS\u2019s then-current description of the features, functionality and\/or operation of the Cloud Services.\u00a0 NSFOCUS may modify or amend a Service Description upon written notice to Licensee (which may be via posting on NSFOCUS\u2019s website or Platform), provided such modifications or amendments shall not have a material adverse effect on Licensee\u2019s use of the Service.<\/p>

\u201cService Term\u201d<\/strong>\u00a0means the period that the Cloud Services are authorized for use as identified in the Order.<\/p>

\u201cUser\u201d\u00a0<\/strong>means Licensee\u2019s employees or contractors that have been given the necessary access rights to use the Cloud Services as described herein.<\/p>

\u00a0<\/p>

2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 CLOUD SERVICES TERMS.<\/strong><\/p>

2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 License Grants.\u00a0<\/strong>Subject to the Terms and these TOU, NSFOCUS grants to Licensee during the Service Term, a non-exclusive, non-transferable license to access and use the Cloud Services via the Platform for Licensee\u2019s own internal use, consistent with the usage parameters and any territory or other restrictions as set forth in the applicable Order.\u00a0 Licensee grants NSFOCUS and its Affiliates a worldwide, limited-term license to host, copy and transmit Data as reasonably necessary for NSFOCUS to provide the Cloud Services. \u00a0Licensee grants NSFOCUS a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, nontransferable (except as specified herein), sublicensable license to use, copy, modify, or distribute, including by incorporating into the Cloud Services, any suggestions, enhancement requests, recommendations or other generic feedback (excluding any Data or Confidential Information which may be provided in connection with Support requests or use of the Cloud Services) provided by Licensee or any User relating to the operation of the Cloud Services.\u00a0 The Cloud Services are not designed nor intended for use in: (i) the design, construction, operation or maintenance of any nuclear facility; (ii) navigational or operating aircraft; or (iii) operating life-support or life critical medical equipment, and NSFOCUS disclaims any license right as well as any express or implied warranty of fitness for such uses. \u00a0NSFOCUS MAKES NO REPRESENTATION OR WARRANTY REGARDING COMPLIANCE WITH SPECIFIC LAWS OR GOVERNMENTAL REGULATIONS IN PROVIDING THE CLOUD SERVICES.<\/p>

2.2 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Forwarded Data<\/strong>.\u00a0 The Cloud Services may operate by forwarding certain portions of the Data (\u201cForwarded Data<\/strong>\u201d) to NSFOCUS owned or controlled servers in the United States and other countries. Licensee represents and warrants that Licensee: (i) is legally permitted and authorized to access, and to provide NSFOCUS with access to, the Forwarded Data and agrees to provide NSFOCUS with evidence of such authorization upon request; (ii) is responsible for deciding if and how Licensee use the Cloud Services; and (iii) will use the Cloud Services only in a legal manner.\u00a0 In the event of any breach of this representation and warranty, NSFOCUS may, without prejudice to its other rights, disallow any Forwarded Data or use of the Cloud Services until Licensee can show to NSFOCUS\u2019s reasonable satisfaction, that any such breach has been cured. \u00a0\u00a0In addition, specific Cloud Services may require Licensee to execute an \u201cOpt-In\u201d form permitting additional Data to be forwarded to NSFOCUS for processing.\u00a0 Any such executed \u201cOpt-In\u201d form shall be added as a schedule to the Agreement.<\/p>

2.3 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Acknowledgement<\/strong>. The Cloud Services are designed to identify, block and\/or remove applications, data, messages and files that may compromise productivity or the performance and security of Licensee\u2019s networks.\u00a0 While NSFOCUS uses reasonable efforts to properly identify applications and files for detection, given the nature and volume of malicious and unwanted electronic content, NSFOCUS cannot guarantee that the Cloud Services will properly detect or clean all applications, data and files that are malicious or that Licensee does not use or want.\u00a0 Licensee acknowledges and accepts the risk that the Cloud Services may cause welcome as well as unwelcome files, email or URLs or other web content to be screened and blocked and that rejected files or data may not be recoverable. To improve its products, NSFOCUS may also upload information periodically about Cloud Service usage, detected malware or potentially unwanted files and use service traffic to improve its databases and heuristics. NSFOCUS owns all right, title and interest in and to any intellectual property or work product resulting from its use and analysis of such information.<\/p>

\u00a0<\/p>

3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 ORDERING AND SERVICE START DATE<\/strong><\/p>

3.1<\/strong>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Ordering.\u00a0<\/strong>Licensee may purchase Cloud Services by executing an Order and any supplemental terms applicable to such Cloud Services.\u00a0 Each Order shall be subject to the Terms, these TOU and the applicable Service Description. Licensee shall provide NSFOCUS with all information requested in the Order and any other information or access required by NSFOCUS in order to implement and provide the Cloud Services. Licensee is responsible for the accuracy of information contained in Orders. The Service Description may set forth terms and conditions with respect to such Cloud Services that are different from or in addition to those set forth in these TOU.\u00a0 In the event of a conflict between the provisions of the Service Description and these TOU, the terms of the Service Description shall control with respect to such Cloud Services.<\/p>

3.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Service Term<\/strong>. The Service Term shall commence on the Subscription Start Date (as defined below).\u00a0 After the expiration of the initial Service Term, the Service Term shall automatically renew for an additional twelve (12) month period unless either party gives the other sixty (60) days prior written notice of its intention not to renew or until the parties agree in writing on a different Service Term.\u00a0 Upon completion of implementation and testing of the Cloud Service, NSFOCUS will send a notification by electronic mail to Licensee\u2019s contacts designated in the relevant Order confirming that the Cloud Services are ready for use.\u00a0 The acceptance date for the Cloud Services shall be the earlier of (i) two (2) business days after the date of the notice from NSFOCUS, (ii) the date on which Licensee notifies NSFOCUS of its acceptance of the Cloud Services, or (iii) the date on which Licensee begins using the Cloud Services other than for testing.\u00a0 Unless Licensee notifies NSFOCUS in writing within such two business day period that the Cloud Services are not functioning in accordance with the Service Description, Licensee shall be deemed to have accepted the Cloud Services. The Service Term for the Cloud Services and billing shall commence on the earlier of (i) thirty (30) days following receipt of the Order (ii) the date the Cloud Services have been accepted or is deemed accepted (the \u201cService Start Date<\/strong>\u201d).\u00a0 Licensee\u2019s failure to (i) provide the information reasonably necessary for NSFOCUS to provision the Cloud Services or (ii) provide the connectivity and materials required for its use of the Cloud Services shall not delay the Service Start Date.<\/p>

\u00a0<\/p>

4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 RIGHTS AND OBLIGATIONS OF THE PARTIES.<\/strong><\/p>

4.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Provision of Service.<\/strong>\u00a0NSFOCUS shall use commercially reasonable efforts to make the Cloud Services available to Licensee on a 7x24x365 basis during the Service Term, except for: (i) planned downtime (of which NSFOCUS shall give advance electronic notice as provided in the Service Description), and (ii) any unavailability caused by circumstances beyond NSFOCUS\u2019s reasonable control, including, for example, force majeure events, Internet service provider failure or delay, a non-NSFOCUS application.<\/p>

4.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Ownership Rights.\u00a0<\/strong>All Intellectual Property Rights and all other rights in or related to the Cloud Services and the Platform, shall belong to NSFOCUS or its licensors and nothing contained in this Agreement will give Licensee any right, title or interest in any of them, except for the limited licenses expressly set out in the Agreement.\u00a0 Licensee retains all right, title and interest in and to the Data and NSFOCUS has no right, title or interest in any Data.\u00a0 Licensee acknowledges that NSFOCUS will retain all right, title and interest to transactional and performance data (but not to Data) related to use of the Cloud Services which NSFOCUS may aggregate and collect in such a way as to not allow identification of Licensee or any User for its business purposes (including software use optimization) provided that such use does not reveal the identity of Licensee or any User or specific use characteristics that may be identified to Licensee or its Users.<\/p>

\u00a0<\/strong>4.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Licensee Obligations.<\/strong>\u00a0Licensee agrees to not and shall not permit or authorize any third parties to:\u00a0 (i) resell, sublicense, lease, time-share or otherwise make the Cloud Services available to any third party other than Users; (ii) use the Cloud Services to upload, send or store infringing, defamatory, offensive, abusive or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;\u00a0 (iii) modify, copy or create derivative works based on the Cloud Services; (iv) decompile, disassemble or reverse engineer any software used by NSFOCUS in providing the Cloud Services (including the Platform); or (v) access the Cloud Services for the purpose of building a competitive product or service or copying its features or user interface.\u00a0 Licensee will provide NSFOCUS with access to its facilities and information as reasonably necessary for NSFOCUS to provision test and maintain the Cloud Services.\u00a0 In addition, Licensee shall notify NSFOCUS of any changes to Licensee\u2019s systems, networks, applications, equipment, bandwidth, infrastructure or the like which are likely to have an effect on Licensee\u2019s traffic using the Cloud Services.<\/p>

4.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Passwords.\u00a0<\/strong>Licensee acknowledges and agrees that the Cloud Services may not be accessed except by entry of a user specific password.\u00a0 Licensee shall be solely responsible for the security of passwords issued by Licensee to each User.\u00a0 Licensee shall inform NSFOCUS promptly of any known unauthorized access to a password of which it becomes aware.<\/strong>\u00a0 Licensee is entirely responsible for all activity occurring under its Users\u2019 user IDs and passwords and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Cloud Services, including those related to data privacy, international communications and the transmission of technical data. Licensee agrees to promptly notify NSFOCUS of any unauthorized use of Licensee\u2019s accounts or any other breach of security known to Licensee or its Users.\u00a0 NSFOCUS may, in its sole discretion, immediately terminate Licensee\u2019s or its\u2019 Users access to the Cloud Services if Licensee\u2019s conduct or the conduct of its Users fails to conform to the requirements of this Agreement.\u00a0 Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data.\u00a0 Licensee agrees to defend, indemnify, and hold NSFOCUS harmless from and against any and all claims and liabilities, including reasonable attorneys\u2019 fees, related to or arising from (i) all conduct and activities occurring under Licensee\u2019s User IDs and password; (ii) any defamatory, libelous or illegal material contained within the Data; (iii) any claim or contention that Data infringes any intellectual property or proprietary rights of a third party or violates any third party\u2019s rights of privacy or publicity.<\/p>

4.5.\u00a0<\/strong>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Data Usage.\u00a0<\/strong>Data shall not be used by NSFOCUS other than in connection with the provision of the Cloud Services.\u00a0 NSFOCUS will periodically test its systems as part of the Cloud Services for potential areas where security could be breached.\u00a0 NSFOCUS will promptly report to Licensee any breaches of security or unauthorized access to Data on NSFOCUS\u2019s systems that NSFOCUS detects or becomes aware of.\u00a0 NSFOCUS will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner.\u00a0 In addition to its obligations under the Agreement, Licensee shall only submit to the Cloud Services, and use the Cloud Services to collect, store and\/or process Data in a manner that is permitted in the applicable Documentation or Order and by applicable laws and government regulations.<\/p>

4.6 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Limited Warranty.<\/strong>\u00a0 NSFOCUS represents and warrants that during the Service Term, the Cloud Services will conform to the description set forth in the applicable Service Description and any applicable Service Level Objectives (\u201cSLAs<\/strong>\u201d) for such Cloud Services in all material respects. Licensee\u2019s sole and exclusive remedy for a breach of the foregoing warranty shall be the receipt of service level credits as specified in the Service Description and SLA.\u00a0 This warranty shall not apply, and NSFOCUS shall not be responsible for its inability to provide the Cloud Services to the extent such failure is due to: (i) third party software, hardware or network infrastructure outside of NSFOCUS\u2019s or its hosting service provider\u2019s data center and not under the direct control of NSFOCUS or its hosting service provider; (ii) failure of the external internet beyond NSFOCUS\u2019s or its third party provider\u2019s network; (iii) electrical or internet access disruptions; (iv) any actions or inactions of Licensee in violation of this Agreement; or (v) attacks (i.e. hacks, malicious introduction of viruses and disabling devices) caused by third parties.<\/p>

4.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Data Protection.\u00a0<\/strong>\u00a0Licensee acknowledges that NSFOCUS will not be a data controller nor process data for the purposes of the General Data Protection Regulation or any other applicable data protection and privacy laws, regulations and guidelines in relation to the traffic it monitors or scrubs as part of the Cloud Services and that the content of the traffic will not be visible to NSFOCUS.\u00a0 Licensee is responsible for all consents required for NSFOCUS to provide the Cloud Services.<\/p>

4.8\u00a0 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Right to Subcontract.<\/strong>\u00a0NSFOCUS\u2019s use of subcontractors for the provision of its hosting environment, network, hosting infrastructure and certain software development related services is not subject to Licensee\u2019s approval.<\/p>

5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 FEES.<\/strong>\u00a0All fees will be specified in the Order.\u00a0 Billing for Cloud Services will start on the Service Start Date.<\/p>

6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 INDEMNIFICATION FOR CLOUD SERVICES<\/strong>. The provisions of Section 8 of the Terms shall apply to the Cloud Services as if it were Software, except that in the event the licenses for the affected Cloud Services and associated Orders are terminated, NSFOCUS will refund to Licensee any pre-paid but unused fees for the remainder of the Service Term.<\/p>

\u00a0<\/p>

7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 MISCELLANEOUS.<\/strong><\/p>

7.1\u00a0 \u00a0 \u00a0 \u00a0 Government Contracting.<\/strong>\u00a0Where Licensee is the US Government, the following provisions shall apply in addition to those specified in Section 3.4 of the Agreement: \u00a0The Cloud Services are \u201cCloud Computing Services\u201d as such term is used in DFAR Subpart -239.76 \u2013 Cloud Computing and shall be licensed consistent with such regulations.<\/p>

7.2\u00a0 \u00a0 \u00a0 \u00a0 Survival.\u00a0<\/strong>The provisions of Sections 2.3, 4.2, 4.4, 4.7, and 5-7 shall survive any termination or expiration of Licensee\u2019s use of the Cloud Services.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

Legal Terms and Conditions NSFOCUS INCORPORATED MASTER TERMS AND CONDITIONS NOTE: IF LICENSEE HAS SIGNED A SEPARATE AGREEMENT WITH NSFOCUS FOR THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT, THE TERMS OF SUCH SIGNED AGREEMENT SHALL GOVERN.    YOU SHOULD CAREFULLY READ THE FOLLOWING MASTER TERMS AND CONDITIONS (“TERMSâ€) BEFORE INSTALLING AND\/OR USING THE PRODUCTS […]<\/p>\n","protected":false},"author":6,"featured_media":35801,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"_coblocks_attr":"","_coblocks_dimensions":"","_coblocks_responsive_height":"","_coblocks_accordion_ie_support":"","footnotes":""},"class_list":["post-6798","page","type-page","status-publish","has-post-thumbnail","hentry"],"acf":[],"yoast_head":"\nLegal Terms and Conditions | Master Terms by NSFOCUS<\/title>\n<meta name=\"description\" content=\"Learn about NSFOCUS's Master Terms and Conditions in our detailed guide. 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