This End User License Agreement (“EULA” or “Agreement”) is between you (or “User”) and Sangfor Technologies (Hong Kong) Limited or its subsidiaries (“Sangfor”, “we”, “our”, or “us”). This Agreement governs your use of the Sangfor’s Platform (defined below).
Your download, installation, registration, access, evaluation, use of the Sangfor Platform, or your clicking of “I accept” or similar button or check box presented to you as part of the sign-up or log-in process, whichever is earlier, constitutes acceptance by you of the terms in this EULA. Please carefully read and fully understand all terms and conditions of this EULA before using the Sangfor Platform, especially the Restrictions and Disclaimer clauses which are in capitalized or bolded form. If you do not agree to any portion of this EULA, you must not use or access the Sangfor Platform.
Evaluation. The Evaluation provided by Sangfor to you is limited to test scenarios, you shall not use the Evaluation with production data and shall cease using the Evaluation upon the period of the Evaluation agreed by you and Sangfor being expired or terminated. The Evaluation is provided “AS-IS” without indemnification, support, or warranty of any kind, express or implied.
1. DEFINITIONS
1.1 “Affiliate” means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under a common control (e.g., sibling), as applicable, where “control” means having the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
1.2 “End User Data” means data that is provided by the User to Sangfor during the relationship governed by this Agreement.
1.3 “Evaluation” means a version of Sangfor Platform for proof of concept, beta testing, trial, evaluation, or other similar purposes.
1.4 “Platform” means any platform, website, system, and supporting tools developed, operated, or provided by Sangfor to help its customers use and/or enhance their utilization of Sangfor's products or services, includes but is not limited to Sangfor Community, Sangfor Support, Sangfor Partner Portal, etc.
1.5 “Published Specifications” means the user manual and other corresponding materials published by Sangfor and customarily made available to the User of the Platform.
1.6 “User” means an individual authorized by Sangfor's customer to use the relevant Platforms, or any legal entity, organization or individual that utilizes or accesses the Platforms as permitted by the login procedures or usage methods thereof.
1.7 “Update” means any update, upgrade, or bug fix for the Sangfor Platform, that is made generally available by Sangfor to its Users.
1.8 “Your Content” means content that any User transfers to or submits to us for processing, storage, or hosting in connection with your use of the Sangfor Platform.
2. USE AND RESTRICTIONS
2.1 Software Use Grant and Access to Subscriptions. Subject to your compliance with this Agreement, Sangfor grants you a limited, non-exclusive right to access and use the Sangfor Platform:
1. in accordance with this Agreement and other Published Specifications for the Sangfor Platform;
2. solely within the scope of the license or usage capacity permitted by the Sangfor Platform;
3. solely for your internal use, unless agreed otherwise in a separate written contract with Sangfor; and
4. through your third-party contractor providing IT services solely for your benefit, subject to their compliance with this Agreement.
All other rights in the Sangfor Platform (including but not limited to the intellectual property, the ownership of source code for the software, and tools used in technical services) are expressly reserved by Sangfor.
2.2 Use Restriction. Sangfor is responsible for complying with the relevant laws and regulations applicable to the delivery of the Sangfor Platform, but the configuration of the functions and the use of the Sangfor Platform are decided by the User independently. Therefore, the User shall assess independently whether the applicable legal or regulatory requirements are met based on the impact of the network and data relevant to the implementation of the product functions. And during the use of the Sangfor Platform, you shall not:
1. use the Sangfor Platform beyond the scope of the license and/or capacity permitted or in any manner not authorized by the Published Specifications of the Sangfor Platform or this EULA;
2. sell, resell, sublicense, or assign or otherwise transfer the Sangfor Platform or any rights or interests in the Sangfor Platform to any third party except in accordance with the express terms herein;
3. transfer, sublicense, or assign your rights under this Agreement to any other person or entity except as expressly provided in article 2.2.3 below, unless expressly authorized by Sangfor in writing;
4. disclose, publish, or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third party contractor) run on the Sangfor Platform, in whole or in part;
5. modify, translate, adapt or create derivative works from the Sangfor Platform, in whole or in part;
6. disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code, methodology, analysis, or results of the Sangfor Platform, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition;
7. remove, modify, or conceal any Sangfor Platform or service identification, copyright, proprietary, intellectual property notices or other such marks on or within the Sangfor Platform;
8. use the Sangfor Platform to engage in any activity that violates this Agreement or applicable laws and regulations, or infringes any third party’s legitimate rights or interests, including, without limitation, sabotaging or attempting to sabotage cyber security, accessing the network, using network resources or deleting, modifying, adding data and application programs stored, processed or transmitted in the network without authorization;
9. perform penetration or load testing on the Sangfor Platform or environment without the prior written consent of Sangfor and agree to certain conditions and requirements for such penetration or load testing;
10. dig/detect possible vulnerabilities or flaws in Sangfor Platform by scanning and other means, or release vulnerabilities or flaws in violation of relevant laws, or use the relevant vulnerabilities or flaws to engage in any behavior that damages the relevant Sangfor Platform and Sangfor.
11. use the Software that is licensed for a specific device, whether physical or virtual, on another device, unless expressly authorized by Sangfor in writing;
12. duplicate the Software, its methodology, analysis, or results unless specifically permitted in accordance with Published Specifications for such Software or for the specific purpose of making a reasonable number of archival or backup copies, and provided in both cases that you reproduce in the copies the copyright and other proprietary notices or markings that appear on the original copy of the Software as delivered to you;
13. use the Sangfor Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious materials including but not limited to viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs, or to store or transmit materials in violation of third-parties privacy or intellectual property rights;
14. interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Sangfor Platform, their related systems or networks, or any third-party data contained therein.
2.3 User’s Representation and Responsibility
2.3.1 Account. You are responsible for all activities that occur under your account. Any breach of this Agreement occurring through your account will be deemed a breach by you. You agree to defend, indemnify, and hold harmless Sangfor and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to a third-party claim concerning: (a) your use of the Sangfor Platform; (b) a dispute between you and any third party; or (c) your breach of this Agreement.
2.3.2 Security. You shall be solely responsible for (i) maintaining the confidentiality and security of your account and authentication credentials; and (ii) securing, protecting, and backing up Your Content and End User Data in a manner you deem appropriate. You should notify Sangfor without undue delay about any misuse of your accounts or authentication credentials you are aware of. Sangfor will not be liable for any loss or damage arising from any unauthorized access to or use of your account, Your Content, or End User Data, except to the extent directly resulting from Sangfor’s violation of the terms of this Agreement.
2.3.3 Third Parties. If you acquire the Sangfor Platform for use by any third party, you should:
1. provide the third party with a copy of this Agreement;
2. ensure that the third party complies with this Agreement;
3. be responsible and liable for any breach of this Agreement by such third party; and
4. be responsible for, and liable for, any tariffs, fees, penalties, fines, or other liabilities imposed by any local law arising from or in connection with such third party’s use of the Sangfor Platform.
2.3.4 Compliance with applicable laws and regulations. You shall:
1. have the full legal right, power, and authority to enter into this Agreement and your performance of this Agreement will not violate the terms of any contract, obligation, law, regulation, or ordinance to which you are or may become subject;
2. obtain all necessary licenses or approvals for your business activities or use of the Sangfor Platform that are required by relevant authorities and will comply with all applicable laws and regulations enacted from time to time;
3. have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all End User Data.
3. ACQUISITION AND FEES
You may subscribe to the Sangfor Platform from an Approved Source and are obligated to carefully verify the authenticity of the sales qualification of the Approved Source and contact us if you have any doubts. You acknowledge and agree that if you obtain the Sangfor Platform having the same name as Sangfor through any unauthorized third party, we do not warrant the normal use of such Sangfor Platform and will not be liable for any corresponding losses or damages brought to you.
Applicable fees will be set forth based on a quotation at the time of purchase or in the applicable invoice, signed sales contract, or other trade documents. You understand and agree that Sangfor reserves the right to:
1. adjust the free-of-charge Sangfor Platform, as well as the period of free use or other conditions to be met;
2. charge for any Sangfor Platform that is not indicated in writing as free for the User and will only provide the User with the corresponding technical support and protection within the scope of legal provisions or Sangfor’s explicit statement;
3. terminate or suspend your access to or use of the Sangfor Platform at its discretion if you are in default with any payment obligations concerning the Sangfor Platform due to the Approved Source.
4. WARRANTIES, EXCLUSIONS, AND DISCLAIMERS
4.1 Warranty
Sangfor warrants that the Sangfor Platform will perform substantially in accordance with the term of this EULA and applicable Published Specifications.
Sangfor may make available to you the third-party products and/or services that contain features designed to interoperate with the Sangfor Platform. Sangfor makes no warranty, whether express or implied, regarding the interoperability, compatibility, or reliability of any such third-party products and/or services with the Sangfor Platform, unless otherwise expressly agreed by Sangfor in writing.
Sangfor reserves the right to modify, update, or discontinue any function of the Sangfor Platform (including by taking features offline or releasing new version) at any time without prior notice. However, any material changes to the Sangfor Platform will be communicated to you in a manner consistent with the terms of this EULA..
4.2 Exclusions
The warranty set forth above shall not apply if the failure of the Sangfor Platform results from or is otherwise attributable to:
1. repair, maintenance, or modification of the Sangfor Platform by persons other than Sangfor or its designee;
2. accident, negligence, abuse, or misuse of the Sangfor Platform;
3. use of the Sangfor Platform other than in accordance with Published Specifications;
4. improper installation or site preparation or your failure to comply with environmental and storage requirements set forth in the Published Specifications including, without limitation, temperature or humidity ranges; or
5. causes external to the Sangfor Platform such as, but not limited to, failure of electrical systems, fire or water damage.
4.3 Disclaimers
4.3.1 EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SANGFOR PLATFORM IS PROVIDED “AS IS”. SANGFOR AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. SANGFOR DOES NOT WARRANT THAT (I) THE SANGFOR PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE USE OF THE SANGFOR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR (III) THE SANGFOR PLATFORM WILL PROTECT AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.
4.3.2 UNDER NO CIRCUMSTANCES WILL SANGFOR BE LIABLE FOR ANY DAMAGE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS DUE TO THE FOLLOWING REASONS:
1. FORCE MAJEURE, INCLUDING BUT NOT LIMITED TO EARTHQUAKE, FLOOD, FIRE, STORM, NATURAL DISASTER, ACT OF GOD, WAR, TERRORISM, ARMED CONFLICT, LABOR STRIKE, LOCKOUT, BOYCOTT, EPIDEMIC, UNAVAILABILITY OF NETWORK AND TELECOMMUNICATIONS SERVICES, OR OTHER SIMILAR EVENTS BEYOND ITS REASONABLE CONTROL;
2. SERVICES OF TELECOM FOUNDATION PROVIDER, INCLUDING BUT NOT LIMITED TO TECHNICAL ADJUSTMENT OF TELECOM DEPARTMENT, DESTRUCTION OF ELECTRICITY LINES, INSTALLATION, RENOVATION, MAINTENANCE OF TELECOM NETWORK OR ELECTRICITY RESOURCES BY TELECOM/ELECTRICITY DEPARTMENT;
3. NETWORK SECURITY INCIDENTS, INCLUDING BUT NOT LIMITED TO COMPUTER VIRUSES, TROJAN HORSES OR OTHER MALICIOUS PROGRAMS, HACKER ATTACKS;
4. OTHER REASONS THAT CAN’T BE ATTRIBUTABLE TO SANGFOR AND BEYOND SANGFOR’S CONTROL OR REASONABLE FORECAST.
5. LIMITATION OF LIABILITY
5.1 DIRECT DAMAGES. EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW: SANGFOR’S TOTAL LIABILITY TO THE USER SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY THE USER. SANGFOR’S TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE FOR YOUR USE OF THE PARTICULAR PLATFORM GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. PROVIDED THAT, REGARDLESS OF THE LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS MAY BE ASSERTED BY THE USER MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF THOSE FACTS BY THAT TIME ARE KNOWN TO, OR REASONABLY OUGHT TO HAVE BEEN DISCOVERED BY THE USER.
5.2 DISCLAIMER OF INDIRECT DAMAGES. NEITHER SANGFOR NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, DATA, PROFITS, OR USE OR FOR THE COST OF PROCURING SUBSTITUTE SANGFOR PLATFORMS, SERVICES OR OTHER GOODS), ARISING OUT OF OR RELATING TO SANGFOR PLATFORM TO WHICH THIS AGREEMENT RELATES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT EACH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
6. INDEMNIFICATION
6.1 Sangfor’s Indemnification and Procedure. Sangfor will defend, at its expense, any third-party action or suit against you alleging that the Sangfor Platform infringes or misappropriates such third party’s patent, copyright, trademark, or trade secret (“IP Claim”), and Sangfor will pay damages awarded in the final judgment against you or agreed to in settlement by Sangfor to the extent attributable to any such Claim; provided that you:
1. promptly notify Sangfor in writing of the IP Claim;
2. give Sangfor sole control of the defense and settlement of the IP Claim; and
3. reasonably cooperate with Sangfor’s requests for assistance with the defense and settlement of the IP Claim. Sangfor will not be bound by any settlement or compromise that you enter into without Sangfor’s prior written consent.
6.2 User’s Indemnification. You will defend, at your expense, any IP Claim against Sangfor arising from infringement by combinations of the Sangfor Platform or Your Content, as applicable, with any other product, service, software, data, content, or method. In addition, Sangfor will have no obligations or liability arising from your or any End User’ use of the Sangfor Platform after Sangfor has notified you to discontinue such use.
6.3 Exclusions. Sangfor’s obligations under this article 6.1 shall not apply to the extent any IP Claim results from or is based on:
1. modifications to Sangfor made by a party other than Sangfor or its designee;
2. the combination, operation, or use of Sangfor with hardware or software not supplied by Sangfor, if an IP Claim would not have occurred but for such combination, operation, or use;
3. failure to use the most recent version of the Sangfor Platform, or an equally compatible and functionally equivalent, non-infringing version of Sangfor supplied by Sangfor to address such Claim;
4. Sangfor’s compliance with your explicit or written designs, specifications, or instructions;
5. use of the Sangfor Platform not in accordance with Published Specifications;
6. your failure to modify or replace the Sangfor Platform as required by Sangfor; or
7. any Sangfor Platform provided on a no-charge, beta, or evaluation basis.
6.4 Remedy. THE FOREGOING TERMS STATE SANGFOR’S SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
7. CONFIDENTIALITY
7.1 “Confidential Information” means non-public information (including but not limited to price, marketing plan of products and/or services, business planning and strategy, customer list and information, financial information, product development status or relevant, or technical solutions.) that is exchanged between the parties, provided that such information is identified as confidential at the time of initial disclosure by the disclosing party (“Discloser”), or disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the party receiving such information (“Recipient”). Notwithstanding the foregoing, Confidential Information does not include information that the Recipient can prove by credible evidence:
1. was in the public domain at the time it was communicated to the Recipient;
2. entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient;
3. was in Recipient’s possession free of any obligation of confidentiality at the time it was communicated to Recipient;
4. was disclosed to the Recipient free of any obligation of confidentiality; or
5. was developed by the Recipient without the use of or reference to the Discloser’s Confidential Information.
7.2 Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors who need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to use and disclosure restrictions that are at least as protective as those set forth herein. Recipient shall maintain the confidentiality of Discloser’s Confidential Information using the same effort that it ordinarily uses with respect to its own confidential information of similar nature and importance, but no less than reasonable cautiousness. The foregoing obligations will not restrict the Recipient from disclosing Discloser’s Confidential Information:
1. pursuant to an order issued by a court, administrative agency, or other governmental branches, provided that the Recipient gives reasonable notice to Discloser to enable it to contest such order;
2. on a confidential basis to its legal or professional financial advisors; or
3. as required under applicable securities regulations.
7.3 The foregoing obligations of each party shall be effective during the use of the Sangfor Platform.
8. DATA PROTECTION
Sangfor will process End User Data solely for the purpose of fulfilling its obligations under the terms of this Agreement. To the extent Sangfor processes End User Data, including personal data, as defined by applicable data protection laws, such personal data will be processed in accordance with the Privacy Policy or other related legal notice available to you on the Sangfor Platform interface or website.
9. INTELLECTUAL PROPERTY
Sangfor and its Affiliates retain all rights to intellectual and intangible property relating to the Sangfor Platform, including but not limited to copyrights, patents, trade secret rights, trademarks, and any other intellectual property rights therein unless otherwise indicated. Except where agreed in writing, nothing in this Agreement transfers ownership in or grants any license to, any intellectual property rights to you. Sangfor may use any feedback you provide in connection with your use of the Sangfor Platform as part of its business operations, without your approval or compensation to you.
10. TERM AND TERMINATION
This Agreement is effective until terminated or, as applicable, in accordance with the terms of the Sangfor Platform you purchased.
10.1 Termination for Cause.
1. Either party materially breaches this Agreement or any applicable agreement with the Approved Source and does not cure that breach within thirty (30) days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. For example, Sangfor may terminate or suspend your access to or use of the Sangfor Platform if Sangfor reasonably believes that you or the End User are using the Sangfor Platform in a manner or for a purpose that is likely to cause harm to Sangfor or any third party.
2. Sangfor will terminate this Agreement if you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
10.2 Effect of Termination. Upon termination, you shall immediately cease using the Sangfor Platform, and pay the Approved Source any unpaid fees calculated to the termination date. If you continue to use or access the Sangfor Platform after termination, the Approved Source may invoice you, and you agree to pay, for such continued use. Under no circumstances will Sangfor be liable for any loss or damage caused by the unilateral termination of this Agreement due to your violation or breach of this Agreement.
11. TEMPORARY SUSPENSION
11.1 Sangfor may suspend your right to access or use any portion or all of the Sangfor Platform under the following circumstances:
1. Regular or Emergency Maintenance. Sangfor may overhaul, maintain, upgrade, or optimize the Sangfor Platform at Sangfor’s discretion (“Regular Maintenance”) for the purpose of enhancing or refining the Sangfor Platform, during which time you may experience some disruption to the Sangfor Platform. In case of force majeure, fault of telecom foundation provider or other events, Sangfor may need to perform emergency maintenance and temporarily suspend your access to, or use of Sangfor’s Sangfor Platform.
2. Major Adjustments. To ensure the security and stability of the Sangfor Platform, Sangfor may make major adjustments (including but not limited to data center migration and device or server replacement). The aforesaid circumstances may cause the interruption or suspension of the Sangfor Platform within a reasonable time.
3. User’s Misuse of the Sangfor Platform or Required by Authorities. Sangfor reserves the right to suspend your access to or use of the Sangfor Platform in the event your use of the Sangfor Platform poses an imminent threat to Sangfor’s network, platform, system or if directed by a court or competent authority.
In such cases, Sangfor will:
1. suspend such Sangfor Platform only to the extent reasonably necessary to prevent any harm to Sangfor;
2. use our reasonable efforts to notify you in advance as soon as feasible or permitted and give you the opportunity to promptly change the configuration of your server(s) accordingly and/or work with you to promptly resolve the issues causing the suspension of such Sangfor Platform; and
3. reinstate any suspended Sangfor Platform immediately after any issue is abated. YOU UNDERSTAND AND AGREE THAT TO PROTECT YOUR LEGITIMATE INTEREST OR OTHER MAJOR PUBLIC INTEREST, THE EMERGENCY MAINTENANCE MAY BE PERFORMED WITHOUT PROVIDING YOU ADVANCE NOTICE, BUT SANGFOR WILL NOTIFY YOU AS SOON AS POSSIBLE.
11.2 Effect of Suspension.
If we suspend your right to access or use any portion or all of the Sangfor Platform in accordance with article 11.1, you remain responsible for all fees and charges you incur during the period of suspension; and you shall not be entitled to any service credits or warranty under the Service Level Agreements or other Published Specification for any period of suspension.
If we suspend the Sangfor Platform due to your reasons, and you fail to cure or take remedial measures within ten (10) business days upon receipt of Sangfor’s notice, Sangfor has the right to terminate your use and access to the Sangfor Platform.
12. MISCELLANEOUS
12.1 Relationship. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party nor any of their respective Affiliates is an agent of the other for any purpose or has the authority to bind the other.
12.2 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 12.2 will be void. We may assign this Agreement without your consent i) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or ii) to any Affiliate or as part of a corporate reorganization, the assignee is deemed substituted for Sangfor as a party to this Agreement and Sangfor is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
12.3 Entire Agreement. This Agreement, the Addendum to the End User License Agreement, the Data Processing Agreement, the documents referenced herein, and other accepted orders, agreements, or contracts for the Sangfor Platform, that are officially published by Sangfor or customarily made available to you, constitute the entire agreement between the parties with respect to the subject matter of this EULA and supersedes all prior written or oral agreements, understanding, and communications between parties with respect to the subject matter hereof.
12.4 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
12.5 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
12.6 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12.7 Amendment. You acknowledge and agree that Sangfor may amend this EULA from time to time at Sangfor’s discretion by publishing an amended version through the activation registration, login, or update interface of the Sangfor Platform. If you continue to use the Sangfor Platform after the amendment, you represent that you have fully read, understood, and accepted the amended version.
12.8 Notice. We may provide notice to you under this Agreement by i) posting a notice on our website, pushing system notification, popping up on the Sangfor Platform interface or customer portal (which will be effective upon posting), ii) by email or text (which will be effective upon sending out, no matter you receive or read it). You shall be responsible to keep your contact information (including but not limited to your email address, and phone number) current and accurate.
12.9 Headings. The headings, including article titles, are given solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any of its provisions.
12.10 Language. This Agreement is prepared and executed in English. Any other language version (if applicable) of this Agreement is provided for reference only. In the event of any inconsistency between the English version and the other version, the English version shall prevail.
12.11 Cumulative Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies will be without prejudice to any other remedies under this Agreement or otherwise.
12.12 Trade Compliance. In connection with this Agreement, both parties shall comply with the applicable export and sanction laws and regulations of the United Nations, China, the Unites States, and other countries. You represent and warrant that you, or any party that owns or controls you, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the listed maintained by the United Nations Security Council, the United States Government, the European Union or its Member States, or other applicable government authority. You shall be solely responsible for compliance related to your subscription, access, and use of the Sangfor Platform.
12.13 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, excluding its conflict of law principles. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three.The arbitration proceedings shall be conducted in English.
12.14 Auditing User Compliance. You shall retain records pertaining to Sangfor Platform usage. You grant to Sangfor and its independent advisors the right to examine such records no more than once in any twelve-month period solely to verify compliance with this Agreement. In the event that such an audit reveals non-compliance with this Agreement, you shall promptly pay the appropriate license or subscription fees, plus reasonable audit costs, as determined by Sangfor.
12.15 Survival. Articles regarding use restrictions, term, and termination, intellectual property, limitations of liability, disclaimers, indemnification, confidentiality, governing law, and dispute resolution, and this miscellaneous section shall survive termination of this Agreement.
12.16 Conflict. If there is any conflict between this Agreement and other proprietary agreement for the Sangfor Platform, the provisions of the proprietary agreement shall prevail; If there is any conflict between this Agreement and the purchase order, agreement, or contract, signed between you and the Approved Source in a specific project, the provisions of this Agreement shall prevail.
12.17 Contact Information. If the User has any questions, comments or suggestions about Sangfor Platform, you can contact community@sangfor.com. Regarding sales or technical support service, you can submit relevant demands via the following methods: use Sangfor’s Contact Us page to submit your sales requirements or visit Sangfor’s Support Page to ask for technical assistance.
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