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.

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