End User License Agreement
End User License Agreement
The following terms govern Customer’s use of any Software except to the extent particular
Software (a) is the subject of a separate written agreement between Customer and Arista; or
(b) includes or references a separate license agreement. If any Software is identified in a
Purchase Order, invoice or proof of entitlement issued by Arista (collectively, “Proof of
Entitlement”), Customer’s license to such Software is subject to any additional terms and
conditions contained in the Proof of Entitlement, including, without limitation, the term of the
license (“License Term”), applicable license fees (“Fees”), applicable devices or types of
devices (“Applicable Devices”) and limitations with respect to use on a single hardware
device, number of devices under management, number of ports or other quantitative limits
(“Quantitative Limits”). The Software provided or made available to Customer may include:
(a) Arista’s Operating System, EOS, (b) features or functionality (e.g., the E, V and Z
features of EOS) that Customer may not use unless Customer purchases a separate license
to such features and functionality, (c) Arista firmware for relevant Equipment, (d) on premise
CloudVision, and (e) on premise WiFi management software. Information about the license
terms applicable to the Software (including, without limitation, EOS, EaaS, CloudVision and
CloudVision Lite) is available on the Arista website at
https://www.arista.com/assets/data/pdf/Software-Licensing-Framework.pdf.
Limited License Grant. With respect to the specific program modules, feature set(s) or
feature(s) of the Software identified in any Proof of Entitlement, and subject to Customer’s
compliance with the Limitations and Restrictions section of this Agreement, including,
without limitation, Customer’s payment of any applicable Fees, Arista grants to Customer a
limited, revocable, nonexclusive, nonsublicensable and nontransferable license, during the
License Term to: (1) download, install and use such Software consistent with the use and
restrictions set forth in the applicable Proof of Entitlement and only for Customer’s internal
business purposes; (2) reproduce, copy, modify, and create derivative works of any such
Software that is provided in source code format, only for Customer’s internal business
purposes; provided, however, that if any Software is provided in source code format,
Customer shall not create any derivative works of the Software that contain Open Source
Software nor shall Customer use the Software or a portion thereof to merge with, link to,
make function calls to, or share data structures with any Open Source Software, if any such
combination or use of the Software would require the Software to be made available royalty
free or in source code form; (3) use the Software in conjunction with Third Party Software in
a manner consistent with the terms of this Agreement; (4) review the Software including,
without limitation, unpacking archives (such as ZIP, SWI and RPM files provided by Arista),
and accessing underlying operating system facilities; and (5) extend the Software provided
in source code format and linking Customer-developed software to the Software. As used in
this Agreement, “Open Source Software” means any software made available by a third
party under a license approved by the Open Source Initiative, or any substantially similar
license.
Evaluation License. Arista may make certain Software available in object code form to end
users only for evaluation, training or other limited non-commercial purposes without charging
a Fee (“Evaluation License”). Where Arista has provided an Evaluation License, all of the
terms of this End User License Agreement shall apply except that (i) Customer’s license
rights shall be limited to the evaluation of that Software, (ii) Customer shall not be required to
pay a Fee for the evaluation of that Software and (iii) Arista shall have the right to revoke the
license to the Software at any time and for any reason.
Installation. Customer is responsible for installing the Software and Equipment (if
applicable), unless Customer purchases installation services from Arista pursuant to a
separate agreement.
Updates. The terms and conditions of this Agreement shall apply to any upgrades, updates,
bug fixes or modified versions (collectively, “Updates”) or additional copies of the Software.
Notwithstanding any other provision of this Agreement: (1) Customer has no license or right
to use any such Updates or additional copies unless Customer, at the time of acquiring
them, already holds a valid license to the Software associated with such Updates and has
paid any required Fees for such Software; and (2) use of additional copies of the Software is
limited to backup purposes only. By downloading or using any Updates, Customer’s rights
with respect to the Updates are subject to the terms of the latest revision of this Agreement
posted at the time of receipt of the Updates, Arista’s then-current policies and procedures,
and Customer’s Proof of Entitlement for the Software associated with such Updates.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other
proprietary notices on all copies, in any form, of the Software in the same form and manner
that such copyright and other proprietary notices are included on the Software. Except as
expressly authorized in this Agreement, Customer may make such backup copies of the
Software as may be necessary for Customer’s lawful use, provided Customer affixes to such
copies all copyright, confidentiality, and proprietary notices that appear on the original.
Reservation of Rights. The Software and documentation are owned by Arista and its
licensors, and is protected by copyright, patent, trademark, and trade secret laws of the
United States and other jurisdictions, international conventions, and all other relevant
intellectual property and proprietary rights, and applicable laws. As between Customer and
Fees and Payments. Unless otherwise specified in the Proof of Entitlement, any license or
subscription Fees with respect to the Software are due and payable no later than thirty (30)
days after the date of invoice or first use of the Software by Customer, whichever is earlier.
Late invoices shall be subject to interest of 1.5% per month (or the maximum rate permitted
by law if less) plus any expenses of collection. Arista reserves the right to suspend and/or
terminate access to the Software if any Fees payable hereunder are past due. Such
suspension or termination shall not relieve Customer from its obligation to pay all amounts
due under this Agreement.
Taxes. The Fees do not include any foreign, federal, state or local taxes, or any sales, use,
excise, ad valorem, value-added, withholding or other taxes or duties that may be applicable
to the purchase of Software (collectively, “Taxes”). Fees pursuant to this Agreement may not
be reduced to reflect any Tax or other mandatory payment to government agencies. When
Arista has the legal obligation to collect Taxes related to any invoice, unless Customer
provides Arista with a valid and acceptable tax exemption certificate prior to issuance of said
invoice, the appropriate amount shall be added to Customer’s invoice and paid by Customer.
If a tax authority subsequently finds that any Tax payment related to any sale or service to
Customer was insufficient and requires additional payment by Arista, Arista will make such
payment and Customer will reimburse Arista for such additional Tax payments (including,
without limitation, any interest, levies, and penalties). Arista will not be responsible for any
Taxes or other amount assessed to Customer by any government agency based on
Customer’s net income, gross revenue, or for any other reason.
Third Party Software. The Software may be distributed alongside certain third party
software ("Third Party Software", together with the Software, the “Package”) provided under
separate license terms (the "Third Party Terms"). Information regarding Third Party Software
provided to Customer by Arista is set forth in more detail on the Arista web site at
https://www.arista.com/en/support/product-documentation/gpl and through the Software’s
help menu. Notwithstanding licenses granted in this Agreement, Customer acknowledges
that certain components of the Software may be covered by Open Source Software licenses
of third parties (“Open Source Components”). Arista shall provide a list of Open Source
Components for a particular version of the Software upon Customer’s request. To the extent
required by the open source licenses applicable to the Open Source Components, the terms
of such licenses will apply to such Open Source Components in lieu of the terms of this
Agreement. To the extent the terms of the open source licenses applicable to an Open
Source Component prohibit any of the restrictions in this Agreement with respect to such
Open Source Component, such restrictions will not apply to such Open Source Component.
To the extent the terms of the open source licenses applicable to the Open Source
Components require Arista to make an offer to provide source code or related information in
connection with Open Source Components, such offer is hereby made. Any request for
source code or related information should be directed only to:
https://www.arista.com/en/support/product-documentation/gpl. Customer acknowledges
receipt of notices for the Open Source Components for the initial delivery of the Software.
Commercial Item. The Software and associated documentation are “commercial items” as
defined at FAR 2.101 comprised of “commercial computer software” and “commercial
computer software documentation” as those terms are used in FAR 12.212. Consequently,
regardless of whether Customer is United States Government or a department or agency
thereof, Customer shall acquire only those rights with respect to the Software and
associated documentation that are set forth in this Agreement.
Term and Termination. This Agreement is effective until terminated. Customer may
terminate this Agreement at any time by destroying all copies of Software including, without
limitation, any documentation. Customer’s license rights under this Agreement will terminate
immediately without notice from Arista if Customer fails to comply with any provision of this
Agreement. If Customer’s Proof of Entitlement for any Software states that the license for
that Software is “Perpetual,” then the License Term applicable to that Software is perpetual,
subject only to termination for nonpayment of Fees or other breach of this Agreement. If
Customer’s Proof of Entitlement for any Software states that the license for that Software is
a subscription (“Subscription Software”), then the License Term applicable to that Software is
for the time period identified in such Proof of Entitlement, subject to early termination for
nonpayment of applicable Fees or other breach of this Agreement. In addition, with respect
to any Subscription Software, this Agreement, and the license rights afforded hereunder,
shall terminate with respect to such Subscription Software upon the earlier of the completion
of any License Term for such Subscription Software or immediately upon the failure of
Customer to pay any subscription Fees when due and owing to Arista. Upon termination or
expiration of this Agreement for any reason, (a) Customer shall immediately cease using any
Software and must destroy or return to Arista all copies of the Software and associated
documentation in its possession or control; and (b) Customer shall promptly pay to Arista
any amounts owed under this Agreement, including, without limitation, any unpaid Fees.
Limited Software Warranty and Disclaimers. Subject to the terms and conditions of this
Agreement, for any Software identified in a Proof of Entitlement, Arista warrants for a period
of 90 days from the Start Date that (i) the media on which the Software is delivered will be
free of defects in material and workmanship under normal authorized use consistent with the
product instructions and (ii) the Software will perform substantially in accordance with
Arista’s standard specifications. The sole and exclusive remedy of the Customer and the
entire liability of Arista under this limited software warranty shall be (i) for Arista to replace
the defective media, and (ii) at Arista’s option, to repair, replace or refund the Fees paid for
such Software. This limited warranty extends only to the original purchaser. The “Start Date”
shall mean the date when the Customer is granted access to the Software on the Arista
website or when the Software is shipped from Arista’s facilities or from an authorized Arista
reseller to Customer, as applicable. NOTWITHSTANDING THE FOREGOING, ANY
SOFTWARE LICENSED UNDER AN EVALUATION LICENSE, ANY SOFTWARE THAT IS
PROVIDED WITHOUT CHARGING ANY FEE, ANY MODIFIED SOFTWARE AND ANY
THIRD PARTY SOFTWARE ARE FURNISHED “AS IS,” WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ARISTA DISCLAIMS
ANY WARRANTY, REPRESENTATION OR ASSURANCE THAT THE SOFTWARE, OR
ANY EQUIPMENT OR NETWORK RUNNING THE SOFTWARE, WILL OPERATE
WITHOUT ERROR OR INTERRUPTION, OR WILL BE FREE OF VULNERABILITY TO
No warranty will apply if the Arista product, Equipment or Software (i) has been altered,
except by Arista; (ii) has not been installed, operated, repaired, or maintained in accordance
with instructions supplied by Arista in the applicable documentation; or (iii) has been
subjected to unreasonable physical, thermal or electrical stress, misuse, negligence, or
accident. In addition, the Arista products, Equipment and Software are not designed or
intended for use in (i) the design, construction, operation or maintenance of any nuclear
facility; (ii) navigating or operating aircraft; or (iii) any life-saving, life-support or life-critical
medical equipment, and Arista disclaims any express or implied warranty of fitness for such
uses. Customer is solely responsible for assessing the suitability of the Arista products,
Equipment and Software for use in particular applications and for backing up its programs
and data to protect against loss or corruption. Arista’s warranty obligations do not include
installation support.
THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY
ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
Indemnification. Customer shall defend Arista and hold Arista, its affiliates, directors,
employees, and representatives harmless against any liabilities, losses, damages, demands,
claims, suits, and proceedings as well as fees, expenses and other costs of any kind or
nature, including, without limitation, any attorney fees, expert fees, filing fees, judgments,
and settlement amounts associated therewith, as and when incurred, arising out of or related
to Customer’s use of the Software or any breach or alleged breach by Customer or any of
Customer’s affiliates, employees, representatives, agents or end-users of any obligation,
representation or warranty contained in this Agreement and pay any amounts finally
awarded or agreed to in settlement of any such claim.
Export and Compliance with Laws. Customer shall comply with all applicable laws and
regulations in connection with its use of the Software, as well as related technical information
and data. Customer acknowledges that the Software may contain encryption or encryption
technology and may be subject to certain controls and restrictions under U.S. and non-U.S.
export, re-export and other laws, regulations and restrictions (collectively, the “Export
Regulations”), including, without limitation, the U.S. Export Administration Act of 1979, as
amended from time to time, and regulations promulgated thereunder, U.S. trade sanction
programs, and other regulations promulgated by the Office of Foreign Assets Control, the
Department of Commerce or other departments of the U.S. government. Customer agrees
that it is solely responsible for obtaining and will obtain any necessary approvals or licenses
from the applicable U.S. and foreign regulatory authorities. Without limiting the generality of
the foregoing, Customer represents and warrants to Arista that it will not, directly or
indirectly, export or re-export, supply or otherwise make available the Software or any
related technical information or data to any person in violation of any Export Regulation,
including, without limitation, re-exporting, supplying or otherwise making available the
Software to any person on the U.S. Department of Commerce’s Denied Persons List or
affiliated lists, on the U.S. Department of Treasury’s Specially Designated Nationals List, in a
country on the State Sponsors of Terrorism list or on any U.S. export exclusion lists
(collectively, the "Export Denial Lists"). Customer represents and warrants that it is not on
any of the Export Denial Lists and that Customer is not using and will not use any Software
or related technical information or data to further activities in support of development,
manufacture or use of nuclear fuel or weapons, missiles, or chemical or biological weapons.
Customer further certifies to Arista that Customer will immediately notify Arista if at any time
those warranties and representation become no longer accurate.
Without limiting the generality of any of the forgoing, Customer shall not sell, export, or
re-export, directly or indirectly, the Arista technology to the Russian Federation, Belarus, or
the non-government controlled regions of Ukraine (collectively, the “Sanctioned Regions”)
or for use in the Sanctioned Regions. Furthermore, Customer shall use best efforts to
ensure that no third party involved in Customer’s supply chain sells, exports, or re-exports,
any Arista technology directly or indirectly, to a Sanctioned Region, and Customer shall
establish and maintain an adequate monitoring mechanism to enforce this obligation. In
addition, Customer shall immediately inform Arista of any violations of this paragraph and
shall make available to Arista information concerning compliance with the obligations under
this paragraph within two weeks of delivery of Arista’s written request for such information.
Any violation of this paragraph shall constitute a material breach of an essential element of
this Agreement and (a) shall void Arista's warranty obligation concerning the Arista Products
shipped in violation of this Paragraph and (b) entitle Arista to seek appropriate remedies,
including, but not limited to (i) termination of this Agreement and (ii) a penalty in the amount
of the price of the goods exported.
Reports and Audit. Customer agrees to monitor its use of the Software and generate
accurate, complete and auditable records of its level of use. If at any time Customer
becomes aware that it has used any Software without paying any applicable Fees or in
excess of the limitations set forth in any applicable Proof of Entitlement, Customer shall
promptly notify Arista in writing of such use and pay any additional Fees for the type of the
Software or the features or functionality thereof actually used by Customer. Customer agrees
that Arista shall have the right, at Arista’s expense, to audit Customer’s use of the Software
on at least 15 business days’ advance notice, during Customer’s normal business hours and
no more frequently than twice each year, which audit shall not unreasonably interfere with
Customer’s business.
Survival. The license limitations and restrictions contained in the section entitled “Limitations
and Restrictions” as well as the following provisions shall survive the termination or
expiration of this Agreement: Reservation of Rights, Protection of Information, Term and
Termination, Limited Software Warranty and Disclaimers, Disclaimer of Liabilities,
Indemnification, Reports and Audit, and General Provisions.