User License
Agreement
1 Applicability
This User
License Agreement (this "Agreement") governs the Use of all materials
("Materials") on the Huawei Enterprise Technical Support Website
("Website"). The aforementioned Materials include but are not limited
to software and documentation. The download and Use of the Materials on the
Website are subject to this Agreement, unless otherwise agreed in writing in a
separate agreement between you and Huawei Investment & Holding Co., Ltd.
and/or its subsidiaries ("Huawei"). By downloading or Using the Materials
on the Website, you agree to this Agreement.
2 Definitions
"Partner"
or "Partners" refer to sales partners in equipment/service
procurement and sales relationships with Huawei, solution partners in solution
cooperation relationships with Huawei, service partners in service procurement
and sales relationships with Huawei, or academies or trainees in talent
ecosystem cooperation relationships with Huawei.
"Customer"
or "Customers" refer to those who purchase products and services
directly or indirectly from Huawei, sign an equipment or service procurement
contract with Huawei or Huawei authorized partners, and/or help Huawei sell
products and services.
"Use"
or "Using" means to install, activate, access or otherwise Use the
software and supporting documents accompanying the software, as part of the
specifications for the purpose of operating the equipment.
3 License
Grant
Unless otherwise
agreed in writing in a separate agreement between the Partners or Customers
("Licensee") and Huawei, Huawei grants to the Licensee a limited,
non-transferable, non-sublicensable, revocable, non-exclusive, and
non-modifiable license to solely download and Use the Materials "AS
IS" only strictly necessary for the purposes of technical support for the
Huawei products or services that the Licensee has purchased on the premises of
the countries where the Huawei products or services have been purchased, and
the Use of the Materials shall comply only with the designed purpose and
relevant operation guides and specifications of Huawei products.
4 License
Restrictions
Except for the
provision in Section 3 ("License Grant"), this Agreement does not
provide the Licensee any license to the Materials on the Website. This
Agreement does not provide any license to anyone other than the Licensee,
regardless of how the Materials on the Website are obtained in any manner.
The Licensee,
when downloading or Using the Materials from the Website in accordance with the
provision in Section 3 ("License Grant"), shall not:
1. Remove or modify any markings, any notice of proprietary rights or license
agreement, etc.;
2. Make the Materials available in any manner to any third party or provide
information, such as login accounts, to any third party to obtain the
Materials, unless otherwise agreed in writing by Huawei;
3. Use the Materials on a timesharing, service bureau, subscription service,
or rental basis;
4. Assign the Materials or give or transfer the Materials, technical support
or other services ordered or an interest in them to another individual or
entity;
5. Without Huawei's prior written consent, reverse engineer, decompile,
disassemble, split, adapt, implant, or make other derivative works of the
Materials;
6. Without Huawei's prior written consent, research the internal
implementation of Huawei products, obtain product source code, steal
intellectual property rights, etc. in any manner;
7. Without Huawei's prior written consent, disclose results of any benchmark
tests;
8. Sell, transfer, or split software or any part of software;
9. Use batch download or crawler tools to download the Materials on the
Website;
10. Use the Materials in any manner or for any purpose or application not
expressly permitted by the provision in Section 3 ("License Grant").
5 Third-Party
Software
The Licensee
acknowledges that the software might contain third-party applications
(Third-Party Software). The Licensee shall comply with all other instructions
required by the licensors of the Third-Party Software on end users.
6 Intellectual
Property Rights to the Materials
Huawei or its
licensors retain all intellectual property rights to the Materials, and no
intellectual property rights to the Materials shall be transferred or any
rights be granted to anyone, except for the right of Use expressly permitted by
the provision in Section 3 ("License Grant").
Any breach of
the above restrictions may be considered as an infringement of the intellectual
property rights of Huawei or its licensors, who shall have the right to defend
their legitimate rights through legal means.
The Licensee
acquires only the rights to Use the software and does not acquire any rights,
express or implied, in the software or media containing the software other than
those specified in this Agreement. Huawei or its licensors shall at all times
retain all rights, title, and interest, including intellectual property rights,
in the software and media.
7 No Warranty
Unless otherwise
agreed in writing by Huawei in sales contracts, the Materials are provided
"AS IS" under this Agreement, and Huawei does not provide any express
or implied warranties, including warranties of merchantability, satisfactory
quality, or fitness for a particular purpose, to the Materials under this
Agreement.
Except as
otherwise explicitly provided by law, Huawei does not guarantee that the
software, including but not limited to third party software or open source
software, will perform error-free or uninterrupted or that Huawei will correct
all errors. In addition, due to the continual development of new techniques for
intruding upon and attacking networks, Huawei does not warrant that the
Software or any equipment, system or network on which the Software is used will
be free of vulnerability to intrusion or attack.
8 Exclusion
of Liability
Huawei shall not
be liable for any indirect, incidental, special, or any form of punitive
damages, or any loss of profit, revenues, data, or data Use. Unless otherwise
agreed in writing in sales contracts, Huawei shall not be liable for the
Materials under this Agreement, regardless of the cause of the liability or the
infringement theory.
9 Audit
The Licensee
agrees that Huawei may, upon fifteen (15) days after sending a written notice,
audit the Licensee's Use of the Materials and may disclose results of such
audit to its applicable third-party rights holders. The audit shall focus on
the functions, application, backup or archiving records of the software, if
any, to ensure that the software has been installed, used, saved and operated
in compliance with the quantity ordered in the contract, and the terms and
conditions of this Agreement. Huawei reserves the right to appoint a third
party to act on Huawei's behalf in the audit. The Licensee agrees to cooperate
with Huawei's audit and provide reasonable assistance and access to information
including but not limited to relevant books, reports, contracts, technical
support documents, and order reporting system. The Licensee understands and
agrees that Huawei may disclose the licensed quantity and relevant audit
information to third-party rights holders, and such disclosure shall not be
deemed as a violation of confidentiality obligations herein or elsewhere.
10 Export
Controls
The Licensee
agrees to comply with applicable export control laws on exports or re-exports
of the Materials. The Licensee agrees that neither the Materials nor any direct
product thereof will be exported or re-exported in violation of these laws, or
will be used for any purpose prohibited by these laws including, without
limitation, nuclear, chemical, or biological weapons proliferation.
11 Confidentiality
The Licensee
agrees that the Materials and any information, technical data or know-how which
is furnished to the Licensee by Huawei in connection with this Agreement will
be maintained by the Licensee in strictest confidence and not disclosed to any
third party without explicit prior written consent of Huawei, provided,
however, that the foregoing shall not apply to information that is
("exceptions"):
1. Held by the Licensee before Huawei discloses confidential information;
2. Independently developed by the Licensee (provided that the Licensee shall
not be released from its obligations to maintain the confidentiality of
Huawei's information for so long as such independently developed information is
maintained in confidence by the Licensee);
3. Publicly disclosed by the Huawei;
4. Rightfully received by the Licensee from a third party without an
obligation of confidentiality;
5. Approved for disclosure by written agreement with Huawei.
Without limiting
the foregoing, the parties agree that the Materials, technical information,
technical data or know-how related to the Materials are the Confidential Information.
If the Licensee
needs to disclose the aforementioned Confidential Information pursuant to the
requirement or request of a government authority to the extent such disclosure
is required by applicable laws, regulations or court orders, the Licensee, once
receiving such requirement or request, shall immediately notify Huawei and
obtain Huawei's confirmation of the disclosure scope. The Licensee must assert
the confidentiality of such information, and assist Huawei to acquire a
protective order that prohibits such information from being disclosed.
Confidential
Information will not be used by the Licensee except pursuant to the license
granted herein. Upon request of Huawei, the Licensee shall provide Huawei with
a Letter of Guarantee, signed by an official of the Licensee, affirming that
the Licensee is in compliance with its obligations under this Agreement.
Notwithstanding
any other promises, commitment or undertakings herein or otherwise entered into
between both parties, Huawei shall be allowed to disclose the terms and
conditions of this Agreement, the licensed quantity, as well as other
information obtained from related audits, to the third-party rights holders,
through a lawful agreement between Huawei and such rights holders, without
breaching the confidentiality obligations herein or elsewhere.
12 General
Terms
1. Binding Effect. This Agreement shall be effective and binding and shall
inure to the benefit of the parties hereto and their respective heirs,
beneficiaries, executors, personal representatives, and permitted successors
and assigns. Unless otherwise specified in the sales contract, the Licensee
shall not assign its rights or delegate its duties hereunder to any third party
without Huawei's prior written consent. Any attempt to assign or delegate any
rights, duties or obligations hereunder to any third party shall be considered
void. The Licensee agrees that the software may contain Third-Party Software
subject to third parties' ownership rights and these terms, and they may
enforce their rights as a party hereto.
2. Applicable Law and Dispute Resolution. This Agreement shall be
interpreted, understood and governed in accordance with the laws of the
People's Republic of China. Any dispute between the parties arising out of or
in connection with this Agreement, if it cannot be settled through friendly
negotiations, shall be governed by a court with jurisdiction in Shenzhen,
Guangdong Province of the People's Republic of China.
Released on:
July 3, 2019