"Product" means the software developed or acquired by Neusoft and delivered to You, which includes: (i) the machine-executable object code version of the user-loadable programs of the Neusoft Products; (ii) the microcode or firmware embedded in by Neusoft Products; (iii) all related user documentation; (iv) any update or revision of these programs or the microcode delivered to You; and (v) any copy of these items.
"End-User" means You, which intend to realize Your applied purpose by using the Product.
"AA" means the authorized appliance, which is usually a network security product You purchased, and which is integrated with the Product by a duly authorization from Neusoft.
"License Key" means a serial code provided to You, which enables the Product to operate on AA.
License. Subject to the terms and conditions of this Agreement, Neusoft hereby grants only to You and only on AA, a non-exclusive, non-sublicensable, non-transferable license to use the copy of the Product in accordance with the relevant end user documentation. Except the provisions of Article 9.3 in this
Agreement, You have no right to receive, use or examine any source code or design documentation related to the Product.
Restrictions. Except for one copy delivered to You, You may not copy the Product, in whole or in part. The Product is licensed to You solely for internal use by You and for You and the Product or any portion thereof may not be used or accessed by, sublicensed to, re-sold to, rented to, or distributed to any other party. You agree not to allow others to use the Product and You will not use the Product for the benefit of third parties. You acknowledge that the source code of the Product, and the underlying ideas or concepts, are valuable intellectual property of Neusoft and You agree not to attempt to (or permit other to) decipher, reverse translate, decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, discover any source code or underlying ideas and concepts. You further agree not to use the Product on any hardware platform other than the AA and You will not (and not allow any third party to) remove or replace any copyright or other proprietary notices from the Product.
You acknowledge and agree that all patents, copyrights, trade secrets and other intellectual property rights of the Product are and will remain the exclusive and proprietary property of Neusoft and its licensors. No expression in this Agreement implied or shall be interpreted as a transfer of any intellectual property right of the Product.
Neusoft has no obligation to inform You of or provide You with support, maintenance, upgrades, modifications, or new releases under this Agreement.
Limited Warranty. Neusoft warrants to You that the Product shall conform to its end user manual, as it exists at the date of delivery, for a period of ninety (90) days since You receive the License Key. Neusoft's entire liability and Your exclusive remedy shall be, at Neusoft's option, either: (i) make a refund of the price, resulting in termination of this Agreement, or (ii) repair or replacement of the Product or media that does not meet this limited warranty.
Disclaimers. Except for the limited warranties set forth in section 5.1, the Product and services (if any) are provided "AS IS" without warranty of any kind, either expressed or implied. Neusoft does not warrant that the Product will meet your requirements or that its operation will be uninterrupted or error free. Neusoft hereby disclaims any warranties of merchantability, fitness for a particular purpose, and non-infringement.
Limitation of Liability. Under no circumstances or legal theory, whether in tort, contract or otherwise, shall Neusoft be liable to You for any indirect, special, incidental or consequential damage, cost, loss or expense (including, without limitation, loss or interruption of use, loss of data, loss of revenue and claims of third parties on account of loss of use or malfunction), howsoever arising under this Agreement or in relation to the use of the Product even if Neusoft have been advised of the possibility of such damages. Under no circumstances, shall Neusoft be liable for damages in excess of the price of the Product, if the Product was purchased in combination with AA, in excess of the total purchase price of the combination.
The Product may not be downloaded or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or other country to which such export is not permitted under applicable laws of USA. (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders.
Neusoft may terminate this Agreement at any time upon Your breach of any of the provisions hereof. Upon termination of this Agreement, You agree to cease all use of the Product and return to Neusoft or destroy the Product and all related documentation in your possession, and so certify to Neusoft. Except for the license granted herein and as expressly provided herein, the terms of this Agreement shall survive termination.
Neusoft 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 Neusoft with written notice of any such claim within ten (10) days of Your notice thereof and provide reasonable assistance in its defense. Neusoft has sole discretion and control over such defense and all negotiations for a settlement or compromise, unless it declines to defend or settle, in which case You are free to pursue any alternative You may have.
You may not assign the rights or obligations under this Agreement without the prior written consent of Neusoft.
This Agreement shall be governed by the laws of China, without reference to conflict of laws principles. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate Chinese court sitting in Shenyang, where Neusoft headquartered, China.
This Product includes certain software originating from third parties that is subject to certain open source license, such as GPL or LGPL, etc. Neusoft offers to provide a complete corresponding machine-readable copy of the source code of such software under the open source license to you on CD-ROM for a charge covering the cost of performing such distribution, such as the cost of media, shipping and handling, upon written request to Neusoft at Neusoft Park, Xin Xiu Street No.2, Hun Nan Industrial Area, Shenyang 110179, P. R. China. This offer is valid for a period of three (3) years from the date of the distribution of this product.
This Agreement set forth the entire understanding and agreement between You and Neusoft and may be amended only in writing signed by both parties. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Neusoft or a duly authorized representative of Neusoft. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.