License Request

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"). THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERN USE OF THE SOFTWARE UNLESS YOU AND ALLIED TELESIS, INC. ("ALLIED TELESIS") HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.

Allied Telesis is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking on the "I accept" button below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, "you" and "your" will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then Allied Telesis is unwilling to license the Software to you and you must destroy all copies of the Software.

1. GRANT OF LICENSE

   Conditioned upon your compliance with the terms and conditions of this Agreement, Allied Telesis grants you a non-exclusive and non-transferable license to Execute (as defined herein) the executable form of the Software solely on and solely for use in connection with the applicable Allied Telesis products you have purchased. You may not Execute the Software on other products. You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. Allied Telesis reserves all rights in the Software not expressly granted to you in this Agreement. For purposes of this Agreement, "Execute" and "Execution" means to load, install, and run the Software in order to benefit from its functionality as designed by Allied Telesis.

2. RESTRICTIONS

   Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) make the functionality of the Software available to multiple users through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Allied Telesis and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. You may permanently transfer Software that you have been authorized to install on Allied Telesis products, as authorized in this Agreement, solely in connection with a permanent transfer of such Allied Telesis products, provided that you retain no copies of the Software and the transferee agrees in writing to comply with the limitations and restrictions set forth in this Agreement.

3. OWNERSHIP

   The copy of the Software is licensed, not sold. You own the media on which the Software is recorded, but Allied Telesis retains ownership of the copy of the Software itself, including all intellectual property rights therein. The Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.

4. TERM

   The license granted under this Agreement remains in effect for a period of 75 years, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from Allied Telesis, if you breach any term of this Agreement. Upon termination, you must at request of Allied Telesis either promptly destroy or return to Allied Telesis all copies of the Software in your possession or control.

5. DISCLAIMER

   THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. ALLIED TELESIS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALLIED TELESIS OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

6. LIMITATION OF LIABILITY

   ALLIED TELESIS GIVES TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO ALLIED TELESIS BY YOU FOR THE SOFTWARE OR, IN THE EVENT THAT ALLIED TELESIS HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE, TOTAL LIABILITY WILL BE LIMITED TO $100. IN NO EVENT WILL ALLIED TELESIS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ALLIED TELESIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. U.S. GOVERNMENT END USERS

   The Software and Documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Software and Documentation will be only those specified in this Agreement.

8. GENERAL

   This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without the prior written consent of Allied Telesis, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Allied Telesis have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Allied Telesis and will be deemed null.

9. CONTACT INFORMATION

   If you have any questions regarding this Agreement, you may contact Allied Telesis at 408 519-8700, legal department.

THE TERMS AND CONDITIONS OF THE EXPORT COMPLIANCE REQUIREMENTS ("REQUIREMENTS") GOVERN USE OF THE SOFTWARE.

1. Allied Telesis software and documentation, including technical data are subject to United States (U.S.) national security, foreign policy, anti-terrorism laws, export regulations and other national local laws.

   I agree to secure Allied Telesis software and documentation, including technical data in a manner that prevents unauthorized access or transfer. Certain persons, countries or entities may require a U.S. export license in order to obtain restricted Allied Telesis software and documentation, including technical data. Detailed information regarding compliance with U.S. export, re-exports, and transfer law may be found at: http://www.bis.doc.gov/licensing/exportingbasics.htm. The lists of restricted entities are available at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm.

   I shall not electronically or physically transfer Allied Telesis software and documentation, including technical data to any unauthorized persons, countries or entities, identified at the aforementioned web pages, without first obtaining required export authorizations or licenses from the U.S. and any local governments.

2. I am not on any of the following U.S. denied persons or entities lists:
   • Denied Persons List

     A list of individuals and entities that have been denied export privileges.

   • Unverified List

     A list of parties where U.S. Bureau of Industry and Security ("BIS") has been unable to verify the end-user in prior transactions.

   • Entity List

     A list of parties whose presence in a transaction can trigger a license requirement under the Export Administration Regulations. The list specifies the license requirements that apply to each listed party. These license requirements are in addition to any license requirements imposed on the transaction by other provisions of the Export Administration Regulations.

   • Specially Designated Nationals List

     A list compiled by the U.S. Treasury Department, Office of Foreign Assets Control (OFAC). OFAC's regulations may prohibit a transaction if a party on this list is involved. In addition, the Export Administration Regulations require a license for exports or reexports to any party in any entry on this list that contains any of the suffixes "SDGT", "SDT", "FTO", "IRAQ2" or "NPWMD".

   • Debarred List

     A list compiled by the U.S. State Department of parties who are barred by 127.7 of the International Traffic in Arms Regulations (ITAR) (22 CFR 127.7) from participating directly or indirectly in the export of defense articles, including technical data or in the furnishing of defense services for which a license or approval is required by the ITAR.

   • Nonproliferation Sanctions

     Lists compiled by the U.S. State Department of parties that have been sanctioned under various statutes. The Federal Register notice imposing sanctions on a party states the sanctions that apply to that party. Some of these sanctioned parties are subject to BIS' license application denial policy described in 744.19 of the EAR (15 CFR 744.19).

3. I agree to abide by all export, import, use and development and/or re-export laws in the country in which I reside. I understand and agree that Allied Telesis is not responsible for the recipient's failure to abide by any such law.
4. I agree to contact the Allied Telesis Export Control Department if I know or have reason to believe that another party has or intends to violate U.S. export laws or local country export laws.
5. I will not transfer (physically or electronically) Allied Telesis software and documentation, including its technical data and encryption software and documentation, including its data to denied persons, sanctioned entities, territories, or uses without ensuring compliance with U.S. and local laws and regulations.
6. I will not transfer (physically or electronically) Allied Telesis encryption software and documentation, including technical data to, or for, government organization/enterprises other than those of, or in: Australia, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, United Kingdom, United States; without written authorization from Allied Telesis and/or the governments of the United States.
7. I will not use Allied Telesis software and documentation, including technical data for any purposes prohibited by U.S. law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
8. I agree to notify consignee and end-user of the conditions above.
9. If you have any questions regarding these Requirements, you may contact the Allied Telesis Export Control Department at (408) 519-8700.