End User Obligations
Important: Please read this End User Obligations (“EUO”) carefully. If you purchased Products and/or Services from Huawei or a Huawei authorized reseller, you shall perform following obligations and comply with the articles which govern your use of any Huawei Products and/or Services.
Confidential Information shall mean any proprietary information, trade secrets, processes, price list, data, know-how (whether it is technical in nature or not), and, research, development, policies, technology, design, Product, Software and business activities, strategies, or any other information of Huawei which is either marked or stated to be confidential by Huawei, or is by its nature reasonably treated as confidential.
Products shall mean any hardware, Software and related documentation that manufactured and/or provided by Huawei.
Service(s) shall mean any maintenance, design, implementation, or any other services provided or to be provided by Huawei as set forth at http://enterprise.huawei.com/en/partners/channel-policy/legal_commercial/services/index.htm.
Software shall mean the machine readable (object code) version of computer programs developed and/or marketed by Huawei and related documentation for which Huawei grants licenses for use.
Material shall mean literary works, specifications, design documents, processes, methodologies, program, program listings, programming tools, documentation, databases, reports, drawings and other similar work products.
Embedded Software License shall mean third-party software that must be bundled or integrated with application software or equipment of Huawei, of which limited license is granted by owner to users for designated purpose other than anyone else. Maintenance and Upgrade can not be executed independently or separately. (hereinafter referred to as “ESL”)
2. Rights Granted and Limitations
Upon purchasing of Huawei Products or Services from a Huawei authorized source and complying with all terms and conditions of this EUO plus any additional limitations on the license set forth in a supplementary agreement accompanying with Product or available at the time of your purchase, Huawei grants you the non-exclusive, non-assignable, royalty free, limited right to use relevant Software and receive any Services you ordered solely for your internal business operations.
You may use the Software which accompanies a Product only on a single Product. Except as provided in any additional license terms which apply to Software, you may not separate component parts of the Software for use on more than one Product nor move the Software from a Product to a non-Huawei product. You do not have the right to distribute or copy the Software except as expressly provided. You may load the Software into Your Product’s temporary memory (RAM) or executable non-volatile storage for purposes of using the Software.
Huawei and its suppliers reserve all rights not expressly granted to you in this EUO.
Notwithstanding the terms and conditions of this EUO, all or any portion of the Software which constitutes non-proprietary Huawei software or software provided under public license by third parties (“Freeware”) is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license.
This EUO applies to updates or upgrades to the original Software provided by Huawei unless Huawei provides other terms along with the update or upgrade. In case of a conflict between such terms, the other terms will prevail.
3. Ownership and Restrictions
Huawei or its licensors retain all intellectual property rights and other intangible rights to Products. Huawei shall exclusively own all intellectual property rights and other intangible rights to anything developed and delivered under this EUO resulting from Services.
Third party technology that may be appropriate or necessary for use with some Software is specified in the Software documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the Software documentation and not under the terms of this EUO.
You may not:
·assign, give, or transfer the Products and/or any Services ordered or an interest in them to another individual or entity (in the event you grants a security interest in the Products and/or any Services, the secured party has no right to use or transfer the Products and/or any Services);
·use Product and/or Service for rental, leasing, timesharing, subscription service, hosting, or outsourcing;
·remove or modify any Software or hardware markings or any notice of Huawei’s or its licensors’ proprietary rights;
·make the Software or Materials available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific software license or Materials you have acquired);
·cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of Software (the foregoing prohibition includes but is not limited to review of data structures or similar Materials produced by Software) and hardware;
·disclose results of any hardware or Software benchmark tests without Huawei’s prior written consent;
·modify, translate, adapt, arrange, error correct, make derivative works or otherwise make any other alteration to the Software or any portions or aspects thereof;
·exploit or use the Software in a manner not expressly authorized under this EUO.
The End User shall further acknowledge and agree that Huawei’s application package might include ESL. End User shall use the ESL only through Huawei’s application package, and 1) not install, configure, upgrade, or modify the ESL directly; and 2) not access the ESL directly, but solely through the Huawei’s application package. Huawei may only access the ESL directly for purposes of providing technical assistance to licensee.
4. Disclaimer and Exclusive Remedies
Huawei provides limited warranties of Products for End Users as described in http://enterprise.huawei.com/en/partners/channel-policy/legal_commercial/services/index.htm.
HUAWEI DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT HUAWEI WILL CORRECT ALL PROGRAM ERRORS.
AS TO SOFTWARE ONLY, FOR ANY BREACH OF THE ABOVE WARRANTIES, END USER’S EXCLUSIVE REMEDY AND HUAWEI’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF SOFTWARE ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF HUAWEI CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, THE REFUND OF THE FEES END USER PAID TO HUAWEI AUTHORIZED SOURCE FOR THE SOFTWARE LICENSE.
AS TO PRODUCTS EXCEPT FOR SOFTWARE, FOR ANY BREACH OF THE ABOVE WARRANTIES, END USER’S EXCLUSIVE REMEDY AND HUAWEI’S ENTIRE LIABILITY SHALL BE THE REPAIR OR, AT HUAWEI’S OPTION AND EXPENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, OR, IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE REFUND OF NET BOOK VALUE OF THE DEFECTIVE PRODUCT.
AS TO SERVICES, FOR ANY BREACH OF THE ABOVE WARRANTIES, END USER’S EXCLUSIVE REMEDY AND HUAWEI’S ENTIRE LIABILITY SHALL BE, AT HUAWEI’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THIS AGREEMENT AND RETURN OF THE PORTION OF THE SERVICES FEES PAID TO HUAWEI FOR SUCH NON-CONFORMING SERVICES.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
End User shall keep all Huawei Confidential Information confidential.
6. Export Control
You agree that U.S. Export laws and regulations and any other applicable export laws and regulations, as well as United Nations Security Council resolutions (hereinafter “Export Control Laws”), shall apply to the Products and Services. You agree that such Export Control Laws govern your use of the Products (including technical data) and any Services deliverables provided under this EUO, and you agree to comply with all such Export Control Laws .You agree that the Products and Services are only intended for civilian use, and neither shall that be exported or transferred, directly or indirectly, in violation of these laws to the destinations or entities prohibited or restricted by such Export Control Laws, nor shall that be used for any purpose prohibited by such Export Control Laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Upon 45 days prior written notice, Huawei may audit your use of Products. You agree to cooperate with Huawei’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of Software in excess of your license rights. If you do not pay, Huawei can end licenses. You agree that Huawei shall not be responsible for any of your costs incurred in cooperating with the audit.
You agree that Huawei and its affiliates may collect and use technical information you provide in relation to support Services related to the Software. Huawei agrees not to use this information in a form that personally identifies you except to the extent necessary to provide such Services.