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Fortinet, Inc. A2017-071Fortinet Service Terms & Conditions For FortlCare, FortiGuard and other Fortinet Service Offerings THESE TERMS AND CONDITIONS APPLY TO THE PROVISION OF SERVICES BY FORTINET AND EXCLUSIVELY GOVERN THE LEGAL RELATIONSHIP BETWEEN YOU (THE CUSTOMER) AND FORTINET, IT SETS FORTH THE LEGALLY BINDING RIGHTS AND OBLIGATIONS OF THE CUSTOMER WHO HAS PURCHASED FORTICARE SUPPORT OR FORTIGUARD SUBSCRIPTION SERVICES OR OTHER FORTIN ET SERVICE OFFERINGS, THE CUSTOMER CONSENTS TO BE BOUND BY THESE CONDITIONS AND TO HAVE BECOME PARTY TO THIS 'AGREEMENT' (THIS OR THE "AGREEMENT") AND REPRESENTS TO HAVE READ AND UNDERSTOOD THIS AGREEMENT AND HAVE HAD SUFFICENT OPPORTUNITY TO CONSULT WITH COUNSEL BEFORE AGREEING TO THE TERMS HEREIN, THE CUSTOMER AGREES THAT ANY OF THE FOLLOWING ACTIONS BY CUSTOMER REPRESENTATIVES REPRESENT THE CUSTOMER'S AUTHORIZED CONSENT TO BE BOUND BY THIS AGREEMENT: (1) RECEIVING, DOWNLOADING, DEPLOYING 011 USING ANY SOFTWARE PROVIDED IN CONNECTION WITH FORTINET SERVICES, (11) RECEIVING, CONFIGURING, LOGGING IN, REGISTERING OR OTHERWISE USING OR BENEFITTING FROM THE SERVICES, OR (111) BY CIJCKING ON THE "ACCEPT" BUTTON UPON REGISTRATION (ANY OF (I), (11), OR (111) SHALL CONSTITUTE `ACCEPTANCE" BY CUSTOMER), THE CUSTOMER HEREBY ACKNOWLEDGE AND AGREES THAT THE PERSON ENGAGING IN (I), (II), AND/OR (111) IS AUTHORIZED TO BIND THE CUSTOMER TO THE TERMS HEREIN, Services are available independently or in connection with the purchase of Fortinet's commercial networking products and related equipment, including hardware products with embedded software, and software products sold and licensed to you pursuant to Fortlnet's End User License Agreement ("EULA"), which EULA is available at http://www,fortlnet,com/day/legaiJEULA.pdf, and you hereby agree to the terms of the EULA, This Agreement and the Terms and Conditions of Sale represent a legal agreement between the parties with respect to FortiCare and FortiGuard Subscription services or other Fortinet services, such as Fortlaoud, FortiDirector, FortiPresence and other services, and shall supersede ail prior representations, discussions, negotiations and agreements, whether written or oral, This document expressly supersedes the Customer Service & Support Reference Guide (CSS Reference Guide) and all other service descriptions, and, notwithstanding anything to the contrary, Fortinet Is only bound by, and Customer is only entitled to, services pursuant to official service descriptions that are authorized by 'Fortinet pursuant to this Agreement and are contractually binding on Fortinet pursuant to the terms herein, 1. DEFINITIONS 14, "Customer" means any entity or person that has purchased a Fortinet service contract for use within their business and not for further sale, 1.2, "Fortinet" means either (1) where Customer is located within the Americas, Fortinet, Inc„ or Ili) where Customer is located outside of the Americas, Fortinet Singapore Private Limited. 1.3. "FortiCare services" means Fortinet product support services, which may be purchased by Customer directly or from a FortiPartner, and which are delivered by Fortinet on behalf of that third party. 1.4. "services" when used individually means a subscription to one of Fortinet's service offerings (FortiCare, FortiGuard, etc.), which may be purchased by the Customer directly or from a third party. 1,5. "FortiPortrrer" means a Fortinet authorized distributor or reseller of Fortinet Products and Services. 1,6. "Product" means any Fortinet hardware with associated software, including standalone hardware appliances or chassis or hardware with bundled services, or a stand-alone software product, which is available for sale through a FortiPartner or directly from Fortinet and is covered by a FortiCare service contract. 1,7, "Serial number" means the unique identifier of a Fortinet product which may be registered in the support portal. 1,8. "Software" means Fortinet computer software, Fortinet software subscription services and bug fixes, in each case provided by Fortinet either directly or from FortiPartner, whether purchased as embedded within the hardware or as a standalone software product or operating software release or update service. 1.9. "Supported software" means any software that Is still in the active phase of the then applicable 'Product Lifecycle Policy', 1.10. "Hardware" means a Fortinet appliance or chassis, excluding all software incorporated or bundled with such devices 1,11, 'Support or service portal" means an on-line service designed to allow customers to configure and access their purchased services. For example, the technical support portal can be used to create tickets, access documentation, and obtain, software releases. The technical support portal is available at httos:/JsuPPort.fortinet,com, For FortiPartners the portal is available at https://partners.fortinet.com, 1,12. "Hardware bundle" means hardware sold with defined Services, 1.13. "Service contract" means this agreement for the Services purchased by the Customer. 1,14. "Registration date" means the date the product or service Is registered in the applicable service or support portal, 1.15. "Activation date" means the date the service was activated in the applicable service or support portal. FORTINET CONFIDENTIAL rt 575110-3.3 Service Terms & Condltions Page Ilof6 1.16. "Renewal service contract" means the continuation of a service contract as Identified in Fortinet's then current price list. 1.17. "TAC means Fortinet's Technical Assistance Center (TAC) which Is comprised of a number of technical support centers, 1,18, 'Technical support" means the provision of technical support assistance to help resolve Issues on Fortinet products and services, 1.19. "Customer Service" means Fortinet's customer service and support organization. 2. FORTICARE TECHNICAL SUPPORT SERVICE 2,1, The FortiCare technical support service offering includes access to the technical support portal, the ability to contact the Fortinet TAC for customer service assistance as well as resolution of technical tickets, access to software updates (maintenance and feature releases) and the replacement of hardware determined by Fortinet to be defective, For more details refer to the Service Description 'FortiCare Technical Support - 8702318' and Fortinet's policies, 2,2. Upon activation of a FortiCare technical support service contract, the customer will be entitled to "receive technical support, software updates and a hardware replacement service for the specified product, In accordance with the active service coverage level, as described In the 'FortiCare Technical Support Service Description'. Technical support 2.3. Provide customer assistance by telephone or via the support portal or via web -chat in relation to troubleshooting of product Issues, as well as usage and configuration. 2.4. Provide access to the TAC 24 hours a day, 7 days a week, 365 days a year. 2.5, Allow 24x7 access to the technical support portal for the Customer to create tickets, manage assets, obtain software updates, as well as providing access, to documentation including trouble -shooting information. 2.6. Provide resolution of technical tickets in accordance with the technical support procedures outlined lei the applicable FortiCare service documents, 2.7. Use commercially reasonable efforts to provide acceptable workaround solutions, resolutions or software maintenance releases to resolve technical tickets, The Customer acknowledges that software and/or hardware are never error -free and that, despite commercially reasonable efforts, Fortinet may be unable to provide answers to, or be able to resolve, some requests for software or hardware support. 2.8, Provision of generally available software, maintenance releases and feature updates. Customer may access such updates via password protected web access. F2:?RTIf1EE This Is subject to one copy per software release or signature file as appropriate and Is subject to the Fortlnet End -User License Agreement, Hardware Repfocement 2.9, Provide hardware replacement services, using commercially reasonable efforts, In accordance with the level of FortiCare technical support service purchased by customer. 2,10, Hardware replacements are shipped to the customer with Incoterm DAP (Delivery At Place) using a Fortinet carrier, freight prepaid by Fortinet, excluding any Import duties, taxes or other fees. 2.11. Hardware replacement services are subject to geographical restrictions, 2,12, Fortinet Is not responsible for transportation or custom delays. Customer compliance with export controls and destination customs processes may condition shipment times, Product llfecyde 2.13. Fortklet support servkes are subject to Fortlnet's product lifecycle definition and policies, the up-to-date version of which is stored on the support portal 2.14. For any software that is. In the 'End of Support" phase, as set forth in Fortlnet's then -active product life cycle policy, Fortinet may provide technical support for software issues at their discretion, Such servkes are limited to advisory support and do not Include new software releases to address software defects, EXdusions 2.15. Fortinet shall have no obligation to provide technical support: - For any on-site activity, or any request for step-by-step installation and configuration of a product or creation of custom SQL reports. Professional services may be available for purchase at Fortinet's then current rates and policies to provide such technical services, - In the event the customer alters, damages or modifies the Product or any portion thereof. - For any problem caused by: accident; transportation; neglect or misuse; alteration, modification, or enhancement of the product; failure to provide a suitable Installation environment; use of supplies or materials not meeting specifications; use of the product for other than the speclflc purposes for which the product Is designed; for any problems caused by the end -user's negligence, abuse or misapplication, - For the product on any systems other than the specified hardware platform for such product. Fortlnet shall have no liability for any changes In the customer's hardware, which may be necessary to use the product due to a workaround or maintenance release. - For any hardware that is In the end of support phase, as set forth in Fortlnet's then active product life cycle polky. - For any product that has not been publicly released, FORTINET CONFIDENTIAL If 875110-3.3 Page 1 2 of 6 Service Terms & Conditions - for third party devices (hardware, software, Infrastructure such as cabling) or problems assodated with such elements, - Where there is demonstrable evidence of unentitled usage of Fortleuard service updates. For example, accessing signature packages for the purpose of duplication. - For Issues related to hardware consumables, which may be physically Installed within a Fortlnet appliance, such as SFPs, SDO cards and hard disks, If these are non- Fortlnet-purchased hardware and as a result of a technical analysis a fault or defect is traced to the use of non-Fortlnet supplied hardware, then service or warranty enthlement will be forfeit for the affected Fortinet appliance. Customer obligations/responsibilities Customer is obligated and responsible for the following, and Fortinet's responsibilities and obligations shall be sub)ect in full to Customer meeting Its following obligations: 2,16, Activate services by registering service contracts in accordance with this document against a specified product unit, 2.17. Ensure that the fortlnet product Is used for its intended purpose and in line with the applicable product specifications and Is maintained In accordance with applicable product documentation. 2,18. Maintain Fortlnet software at the current software release and to upgrade to the latest release of software If It Is required to resolve a reported technical Issue, 219, Comply with Fortinet's recommendations for ticket logging (RMA & Technical Support), 240. Provide access at their expense to the product In order for the TAC to troubleshoot a technical ticket, The customer and Fortlnet will agree on appropriate security measures to prevent unauthorized access, however, the ultimate responsibility for the security of the network Nes wlth the customer. Fortlnet will not connect to the customer's network wlhout prior authorization and such connection will be solely to provide Technical Support services. Customer has the right to observe such access, Should the customer cause delay in providing connectivity Fortinet will be excused from its fault resolution performance for a period equal to such failure or delay. 2,21. Make available knowledgeable technical staff to aid in troubleshooting, 422. Assume all costs associated with returning product and for: correct packaging and labeling of the returned unit, insurance of all returned equipment; and for returning the unit within 30 days of the receipt of a replacement product. Returns that are Improperly packaged will not be accepted by Fortlnet and returned at the customer's expense, PCB RrinEr. 2.23. Ensure service contracts are transferred to any replacement products. Customer acknowledges that this action Is required to continue to receive services and accepts that there may be a delay of up to four hours to re- establish FortiGuard security services, 2,24, Maintaining reasonable internal security polldes and processes, such as related to Internal passwords, its facilities, Its administrator access to Information and systems, and use of wireless access points. 3. .FORTIGUARD FortiGuard Is a Fortlnet service that provides a threat research feed under which Fortlnet undertakes commercially reasonable efforts to provide solutions to Identified network security threats, These are developed In response to evolving Internet activity and delivered via security threat databases, produced by machine Intelligence and experts, 3.2, The Customer is responsible for configuring the frequency of'FortiGuard security updates, which may be available on either an automatic or manual basis, 3,3, The creation of technical tickets with Fortlnet Technical Support for Issues In relation to FortlGuard security services requires an active FortiCare technical support service contract on the applicable product. 4. SERVICE CONTRACT FEES AND TERMS OF SERVICE 4.1. Ordering and use. Each Service contract purchased by customer Is valid for a single unit (of product or Individual support portal account or a specific service description) and expires in accordance with the terms contained in this Agreement or according to Fortinet's policies and the term of the Service contract. An attempt to use a service contract with more than one unit of product, (I.e. In addition to the unit of product the service contract was originally purchased for) is considered a material breach of this agreement and will result In the termination of such service contract without refund of any fees paid by customer and additional fees wilt be immediately due by customer to Fortinet based on Fortinet's then -current list price for the Incremental, additional services. 4.2, payment Terms. By purchasing a service contract, customer agrees to pay the purchase price for the service contract and all sales, use, valued -added and other taxes and all customs duties and tariffs now or hereafter dalmed • or Imposed by any governmental authority upon the sale of the service contract. All payments shall be due upon purchase, in U.S. Dollars, and free of any currency control or other restrictions. All sales are final and the services are not returnable. ' 43. Support and Warranty. Customer agrees that the activation date for support and warranties shall be pursuant to Fortlnet's policies as outlined at htta:/Jwww.fortinetcom/aboutus/legal.html. Customer must register the 'Service Contract Registration Number' which references the purchased service or the product FORTINET CONFIDENTIAL a 875110-33 Service Terms & Conditions Page 13of6 serial number (for a hardware bundle), according to Fortinet's pogdes. 44, Notwithstanding anything to the contrary, Fortinet may register any renewal service contract upon invoking. Upon renewal of the service contract, customer authorizes Fortinet to automatically register the renewal service contract for subsequent renewal periods for which a purchase order has been placed, 4.5. In order to maintain a continuous service period, the effective date of any renewal service contract shall begin as set forth herein, (the "renewal service contract effective date"), In the event that registration of a renewal service contract Is beyond ten (10) calendar days following the expiration date of the previous service contract, such renewal service contract effective date will be the later of (a) the calendar day following the expiration date of the customer's previous service contract and (b) the date that Is one hundred eighty (190) calendar days prior to the actual registration date of the renewal service contract, The above does not apply If renewal service contracts are registered and started within ten (10) calendar days following the expiration date of the customer's previous services contract. In such case the start date shall be the date of registration. 48. Term and Termination. This agreement Is valid for the length of time provided for In the customer's purchased service certificate which is viewable upon activation In the applicable service/support portal and which starts from (a) the registration date of the service contract or in the case of a hardware bundle the registration date of the product; or (b) in the event of a renewal service contract that has been registered prior to the expiration date of the previous service contract, starting from the calendar day following the expiration date of the previous service contract; or (c) in the event of a renewal service contract that has not been registered within ten (10) calendar days following the expiration of the previous service contract, starting from the later of (9 the calendar day following the expiation date of the previous service contract or (R) the date that is one hundred eighty (180) calendar days prior to the actual registration date of the renewal service contract. 4,7. Fortinet reserves the right to terminate this service contract and/or any and all services being provided hereunder, In its discretion, In the event of breach of any terms herein by customer or In the event of non-payment to Fortinet for any services by the customer or a third party, with such termination having Immediate effect, if such breach has not been cured within fifteen (15) calendar days after written notice by Fortinet to customer or Immediately upon notice of termination bi the event of a breach that by its nature cannot be remedied within fifteen (15) calendar days. Upon such termination, Fortinet shall have no obligation to provide the cervices hereunder, 4.9. Third party providers and service modifications. Fortinet reserves the right to subcontract service platforms, services and service delivery to third party organizations. Fortinet also reserves the right to change service subcontractors without notice, Fa 3RrInEt 4,9. A description of the various Fortinet Services Is available on the Fortinet website, and generally on the applicable services portal. In Its sole discretion Fortinet may make updates to its service offerings from time to time. 11 Fortinet makes a material change to the Services, those changes will be reflected in the on-line service descriptions stored on the applicable portal. Fortinet may also make changes to this agreement, including any linked documents, from time to time, Unless otherwise noted by Fortinet, material changes to the agreement will become effective thirty (30) days atter they are posted, except If the changes apply to new functionality in which case they will be effective immediately. If customer does not agree to the revised agreement, please stop using the services, 410. Service/support portal access and security, As part of receiving Fortinet Services you may receive administrative access ID's and passwords upon Installation, registration. You shall be solely responsible for maintaining the security your administration access information, and shall be fully responsible for, all activities which occur, relating to your access to the services. Fortinet is not responsible for unexpected use of services or data whether by ex- employees, compromised user passwords or any other misuse of customer accounts. Upon termination of the service, all data, Including configuration data will be deleted, and Fortinet has no responsibility for such data. 5. SOFTWARE RESTRICTIONS 5.1. Customer hereby agrees (I) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, Internal structure, hardware design or organization of the product or support updates or software, or any part thereof, or to aid or to permit others to do so, except and only to the extent as expressly required by applicable law; (II) not to remove any identification or notices of any proprietary or copyright restrictions from any product or support updates or software; (III) not to copy the product or support updates or software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of the software In any other software program; (Iv) only to use the product and support updates and software for internal business purposes, and (v) to keep confidential any software and support updates and not share them with third parties, 6. WARRANTY 6.1. Service Warranties, Fortinet provides Its service offerings and software on an "AS IS. basis, Neither Fortinet nor any of Its officers, directors, employees, partners or agents, makes any representation, claim or warranty with respect to the services or reports or data, whether express or implied, Including without limitation, any warranty of quality, performance, non -Infringement, merchantability, or fitness for a particular purpose, or any results generated from use of the services or the reports. Fortinet makes no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, or secure, • FORTINET CONFIDENTIAL g 875110.3.3 SeMce Terms & Conditions Page laof6 6.2, Fortinet will have no obligation to correct, and makes no warranty with respect to, errors caused by: (a) Improper installation of the software or hardware; (b) changes that you have made to the software or hardware; (c) use of the software or hardware In a manner inconsistent with the documentation and Instructions; (d) the combination of the software or hardware with hardware or software not approved by Fortinet; (e) malfunction, modification or relocation of your hardware or software transferred to unapproved or unregistered devices; (f) your failure to use the software and service In accordance with local laws; or (g) business and/or service decisions based on reliance on the analysis or data aggregation results, 6.3. Product Warranties, Fortinet provides product warranties pursuant to the express terms In Its EULA. Notwithstanding anything to the contrary, except as expressly stated in its €ULA, Fortinet does not provide any warranty whatsoever and nothing in this agreement shall be construed as expanding or adding to the warranty set forth In the EULA, In the event of a conflict between this agreement and the EULA, the EULA shall govern. Fortinet cannot guarantee that every question or problem raised in connection with the services WE be addressed or resolved, and in no event does Fortinet warranty or guaranty security and protection from all threats. EXCEPT FOR WARRANTIES CLEARLY AND EXPRESSLY STATED HEREIN, NOTWITHSTANDING ANYTHING TO THE CONTRARY, FORTINET MAKES, AND YOU RECEIVE, No OTHER WARRANTIES OF ANY. KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES HEREUNDER, AND, TO THE EXTEND PERMISSIBLE BY LAW, FORTINET SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT OF THIRD PARTY RIGHTS, 7. LIMITATION OF LIABILITY 71. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL FORTINET BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT. LIMITED TO ANY LOST PROFITS OR LOSS OF DATA HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT FORTINET WAS ADVISED OF THE POSSIBIUTY OF SUCH LOSS OR DAMAGES, NOTWITHSTANDING ANYTHING TO THE CONTRARY, FORTINET'S TOTAL POSSIBLE LIABILITY TO THE CUSTOMER AND OTHERS ARISING FROM OR IN RELATION TO THIS AGREEMENT AND THE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, SHALL BE LIMITED TO THE TOTAL PAYMENTS MADE BY CUSTOMER TO FORTINET UNDER THIS AGREEMENT DURING THE THREE HUNDRED SIXTY-FIVE (365) CALENDAR DAYS PRIOR TO THE DATE OF THE EVENT GNING RISE TO THE UABILITY. THIS LIMITATION WILL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. IN NO EVENT WILL FORTINET BE LIABLE FOR PE3RTIPIE C THE COST OF PROCUREMENT OR REPLACEMENT OF SUBSTITUTE GOODS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW, 8. GENERAL PROVISIONS 8.1. Compliance with laws. Customer hereby agrees to comply with all applicable laws, such as data privacy and privacy disclosure laws. Fortinet's Products and Services may be subject to the United States Export Administration Regulations and other Import and export laws. Diversion contrary to United States law and regulation is prohibited, Customer agrees to comply with, and ensure compliance with, all applicable laws that apply to the products as well as the customer and destination restrictions Issued by U.S. and other governments, Fortinet may terminate or suspend, in its sole discretion, any and all Services related to Product or Services exported without full compliance with applicable export laws, For additional information on U.S. export controls see www.bis.doc.gov, Fortinet assumes no responsibility or liability for customer's or partners' failure to obtain any necessary import and export approvals, Customer represents that neither the United States Bureau of Industry end Security nor any other governmental agency has issued sanctions against customer or otherwise suspended, revoked or denied customer's export privileges. Customer agrees not to use or transfer the products or services for any use relating to nuclear, chemical or biological weapons, or missile technology, unless authorized by the United states Government by regulation or specific written license. Additionally, customer agrees not to directly or indirectly export, import or transmit the products or services contrary to the laws or regulations of any other governmental entity that has Jurisdiction over such export, Import, transmission or use. Customer represents that customer understands, and customer hereby agrees to comply with, all requirements of the U.S. Foreign Corrupt Practices Act and all other applicable laws. Fortinet is not responsible for service delays or outages or loss of data resulting from activities related to Fortinet's and its service partners compliance with export regulations and cooperation with applicable domestic or foreign regulatory agencies (e.g., delays caused by requirement to obtain required licenses), Customer agrees, acknowledges and warrants that it will take reasonable steps to ensure it will meet all legal requirement to assist, law enforcement agencies. 8.2. Survival of terms, The terms contained herein which by their nature are Intended to survive the termination of this Agreement, shall do so. 8.3, Transferability, Customer may not assign or otherwise transfer this Agreement without written consent form Fortinet. Any attempted assignment or attempted transfer without Fortinet's consent shall be null and void. FortMet may assign its fights and obligation under this Agreement to a third party without consent from Customer. FORTINET CONFIDENTIAL 1 875110-3.3 Page 15 of6 SeMce Terms & Conditions 8.4. Entire Agreement; Amendment. The provisions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. Fortinet may amend this Agreement by posting a new version of this Agreement according to its policies, and, except for such amendments, this Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party, and, furthermore, customer acknowledges and agrees that Fortinet Ls not bound by any purported amendment or new agreement signed by a representative of Fortinet other than Fortlnet's General Counsel. For clarity, except for a newly posted authorized dick through Agreement form as discussed in this Section above, only Fortinet's General Counsel is authorized to alter, amend, or modify this Agreement in any way ar enter a new agreement on behalf of Fortinet or Its affiliates, and any amendment or new agreement that is not signed by Fordnet's General Counsel, regardless of whether Inckiding a Fortinet, or Fortinet affiliate, company seal or chop, Is null and void and of no force and effect 8.5, Confidential Information; Customer Data. Customer may be exposed to certain information concerning the products and services including, wkhout limitation, maintenance releases (regularly scheduled and released updates and upgrades to software(, feature releases (enhancements released through Fortinet's Product planning practices or through customer requests) and other product, service or business information, which is Fortinet's confidential or proprietary Information (herein "Confidential Information"). ,The customer agrees that during and after the term of this agreement, the Customer will not use or disclose to any third party any confidential Information without the prior written consent of Fortinet, and customer will use reasonable efforts to protect the confidentiality of such confldentlal information. The customer may disclose the confidential information only to Its employees as is reasonably necessary for the purposes for which such Information was disclosed to customer; provided that each such employee is under a written obligation of nondisclosure which protects the confidential information under terms substantially similar to those herein. Fortinet may process and store customer data In the United States or any other country in which Fortinet or Its agents work or maintain facilities, Customer will take reasonable steps not to disclose to Fortinet any personally identifiable, confidential or sensitive data, and customer hereby consents to Fortinet's processing and storage of customer data. Customer acknowledges and agrees that Fortinet is merely a data processor, 8.6. Governing Law, venue and settlement of controversies. This Agreement shag be govemed by the laws of the State of California, as applied to agreements entered Into and to be performed entirely within California May 2016 Fe:snrin�r" between California residents, without regard to the prindpies of conflict of laws or the United Nations Convention on Contracts for the international Sale of Goods, Any controversies or claims arising from or relating to this agreement, or the breach hereof, which cannot be amicably settled by and between the parties, shall be • referred to and finally settled by arbitration, The place of arbitration shall be Santa Clara, California, pursuant to the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services (LAMS), or its successor, before a sole, mutually agreed upon arbitrator and shag be conducted in English. Award for such dispute will be rendered by a single, neutral, mutually agreeable arbitrator. 8.7. Taxes and Duty, All prices payable under this agreement are exclusive of all foreign, federal, state, munidpal tax or duty now in force or enacted in the future, Customer shall comply with all applicable tax laws and regulations and the Customer will promptly pay or reimburse Fortinet for any costs and damages related to any liability incurred as a result of Customer's non- compliance or delay with its responsibilities herein. The Customer's obligations under this section shall survive termination or expiration of this agreement. 8.8. English language and Interpretation. This agreement is In the English language only, which language shall be controlling in all respects. Any versions of thls agreement In any other language will be for accommodation only and will not be binding upon either party. In construing or Interpreting this agreement, the word "or" shall not be construed as exclusive, and the word "including" shall not be limiting. The parties agree that this agreement shall be fairly Interpreted In accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be Interpreted against the drafting party. 8.9. No waiver and severability, Failure by Fortinet to enforce any provision of this agreement will not be deemed a waiver of future enforcement of that or any other provision. The exerdse by either party of any remedy under this agreement will be without prejudice to its other remedies under this agreement or otherwise. If for any reason a court of competent jurisdiction or an agreed-upon arbitrator finds any provision of this agreement, or portion thereof, to be unenforceable, that provision of the agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this agreement shall continue In full force and effect. 8.10. Force Majeure. Fortinet shad be excused from performance to the extent performance Is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform Is beyond Fortinets reasonable control. FORTINET CONFIDENTIAL 011751145.3 Page 16of6 Service Tema & Conditions IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year written below. CITY OF CHINO HILLS FORTINET, INC. Konra: t Bart]am City Manager (Date) (Typed/Printed Name) 5 -per -r--7 V. p A G- Erna (Title) G G / 20/7 (Date) / Signature pcQIX Nie (so.J (Typed/Printed Name) (Title) Mardi I4,.,/U17 (Date)