Welcome to Webroot!
Thank you for choosing Webroot for your security needs.

As stated in a Quote or Order, the following Agreements, as applicable, apply to the Webroot products and services you have purchased.


The Webroot SecureAnywhere Business Solution Agreement applies to the following products:

Webroot® SecureAnywhere Business – Endpoint Protection

Webroot® SecureAnywhere Business – Mobile Protection

Webroot® SecureAnywhere Business – User Protection

WEBROOT SECUREANYWHERE BUSINESS SOLUTION AGREEMENT

This Webroot SecureAnywhere Business Solution agreement ("Agreement") is a legal contract between Webroot Inc. (if you are in the United States or Canada) or Webroot International Limited (if you are outside of the United States and Canada) ("Webroot") and You. As used in this Agreement, "You" refers to you as an individual and the company on behalf of which you are using (or facilitating use of) the SECUREANYWHERE BUSINESS SOLUTION (AS DEFINED BELOW) as an employee or agent ("Company"). You represent and warrant that You have the full corporate right, power, and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company, and that this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.

By clicking "agree and install," using the SecureAnywhere Business Solution or using or installing any Software (the first date on which any such action occurs, the "Effective Date"), You acknowledge that You have read this Agreement, understand it, and agree to be bound by it. If You do not agree, You are not authorized to use the SecureAnywhere Business Solution for any purpose, and You should not install the Software.

Webroot may modify this Agreement upon notice to You, which notice may be provided via the Webroot Portal (as defined below).

1. SECUREANYWHERE BUSINESS SOLUTION. "SecureAnywhere Business Solution" means Webroot's solution consisting of (a) Webroot client software ("Software") installed on one or more computers and/or mobile devices (each, a "Device") and (b) certain services, features and/or functionality made available to You through Webroot's online portal ("Online Services"). In this Agreement, references to "Software" also include (x) any updates or upgrades that You purchase or that are otherwise made available to You by Webroot ("Upgrades") and (y) any help documentation provided through the Software or Online Services ("Documentation").

2. SOFTWARE. The SecureAnywhere Business Solution may include desktop Software for Your computers ("Desktop Software") and mobile Software for Your mobile devices ("Mobile Software"). Webroot and its distributors may offer the Desktop Software and Mobile Software individually or together, but You are licensed to use only the type(s) of Software for which You have paid the applicable Fees (not applicable for Evaluation Software) and for which You have received a valid license key. Except where otherwise specified, all terms of this Agreement and all references to Software apply to both the Desktop Software and the Mobile Software.

Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You the following non-exclusive, non-transferable, non-sublicenseable rights during the Term:

  1. Desktop Software Users: to install and use the Desktop Software on Your computer(s), solely for Your internal business purposes; and
  2. Mobile Software Users: to install and use the Mobile Software on Your mobile device(s), solely for Your internal business purposes.

3. Restrictions.

  1. You may use the SecureAnywhere Business Solution only in accordance with this Agreement, the Documentation, and the order documentation presented when You obtained Your access to the SecureAnywhere Business Solution ("Order Documentation"). The Order Documentation may include term, server (physical or virtual), CPU, seat, user, copy, number of Device, field of use or other restrictions, and You agree to comply with all such restrictions. Depending on where You obtained the SecureAnywhere Business Solution and whether You have licensed the Desktop Software or Mobile Software the Order Documentation may have been: (i) included in an online Webroot shopping cart, Your Software product packaging, the terms of purchase of a third party app store, marketplace or other site or service from which You downloaded the Software ("App Store"), or other third party reseller/distributor terms; or (ii) presented directly by Webroot, by an App Store provider, or by another third party reseller or distributor.
  2. You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the SecureAnywhere Business Solution; (ii) use the SecureAnywhere Business Solution for the benefit of any third party; (iii) circumvent mechanisms in the SecureAnywhere Business Solution intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law.

4. Evaluation Versions. Webroot may make available certain Software and Online Services on an evaluation basis ("Evaluation Software/Services"), and Your use of Evaluation Software/Services is governed by this Agreement as modified by this Section. If You have licensed Evaluation Software/Services, then Your license is limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for thirty (30) days) (the "Evaluation Period"). In addition, the following specific provisions apply.

  1. When the Evaluation Period expires, Your license to use the Software and the Online Services automatically expires and the Software's and/or Online Services' capabilities may become restricted. You agree to promptly delete the Software and all copies thereof. If You desire to continue to use the Software and Online Services beyond the Evaluation Period, You will need to acquire a license for the applicable Fee.
  2. Evaluation Software/Services may not be complete or fully functional, and Webroot makes no warranties whatsoever about Evaluation Software/Services. Webroot does not guarantee that it will continue to make available Evaluation Software/Services under this Agreement or at all.

5. Upgrades. Any Upgrades will be subject to the terms of this Agreement applicable to Software or other terms provided with the Upgrade.

6. Support For the Desktop Software (including for Evaluation Software), Webroot will provide web-based, telephone and online self-help support. For the Mobile Software (including for Evaluation Software) Webroot will provide online self-help and forum support only. All support is provided only during the Term and in accordance with Webroot's standard support policies.

7. Online Services and Login Information.

  1. The Online Services are for use in conjunction with the Software as part of the SecureAnywhere Business Solution and are accessible through Webroot's online portal at https://my.webrootanywhere.com/ or a successor website ("Webroot Portal"). Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You a non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the Online Services through the Webroot Portal for Your own internal business purposes in connection with the Desktop Software and/or Mobile Software (depending on which You have licensed).
  2. To use the Webroot Portal and certain other features of the SecureAnywhere Business Solution, You must register Your email address, phone number and a password ("Login Information") with Webroot. You are solely responsible for any actions taken using Your Login Information. You understand and agree that Webroot uses Login Information according to its Privacy Policy currently available at http://www.webroot.com/au/en/company/about/privacy/ (as such may be updated by Webroot) and that Webroot may contact You about Your account and our products and services as described in the Privacy Policy. Use of the Online Services and Webroot Portal may be subject to additional terms posted on the Webroot Portal.
  3. Webroot stores certain information from Your browser using "cookies." A cookie is a small text file that is stored on a user's computer for record-keeping purposes. Webroot uses session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. In addition, Webroot uses other means, including persistent cookies, which do not terminate when You close the browser, to gather certain information about Your use of the Webroot Portal and the Online Services. Such information includes, without limitation, account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g., browser type, IP address, date and time of access, cookie ID, referrer URL). You can remove or block persistent cookies using the settings in Your browser if You want to disable this feature, however, the Webroot Portal may cease to function properly if You do so. BY USING THE WEBROOT PORTAL, YOU HEREBY CONSENT TO SUCH USES OF COOKIES. IF YOU DO NOT CONSENT, DO NOT USE THE SECUREANYWHERE BUSINESS SOLUTION.

8. Your Connection/the Webroot Database(s). Each Device requires an active Internet connection in order for the Software to operate and the Device to be protected by the SecureAnywhere Business Solution. This is because the Software communicates with Webroot's online database(s) ("Webroot Database(s)") in order to provide certain features and functionality, including without limitation scanning programs and URLs for threats and receiving threat removal instructions. The Software also may send Your Information (as defined below) to the Webroot Database(s) for the purposes described in Section 9 (Information Collected by the Software).

Mobile Software Users (in addition to the above): Your Mobile Software Device requires an active data connection in order for the Mobile Software to operate. Some features of the Mobile Software (e.g., lost device features, call/SMS blocking, and portal side parental controls) also require SMS functionality.

You are solely responsible for maintaining Your own Internet and data connections and SMS functionality for any Device that You use with the SecureAnywhere Business Solution, and Webroot takes no responsibility or liability for the foregoing. You acknowledge that the Webroot online databases and other services that are accessed or used through Internet connections or via SMS functionality may be subject to Your service provider's downtime from time to time for purposes of maintenance, repair or upgrade.

9. Information Collected by the Software. The SecureAnywhere Business Solution may collect and send to the Webroot Database(s) information about the following:

  1. Potential security risks such as, without limitation, attempted intrusion events and URLs about websites that may be fraudulent or malicious ("Attack Data");
  2. Your Device's IP address and approximate geographic location ("Location Information"); and
  3. Other details about Your Device, which may include, but is not limited to, Your Device's operating system, type and carrier (for mobile devices), Your usage of the SecureAnywhere Business Solution (e.g., features used and session length), program files or file extracts (used for malware research and analysis), username of logged-in operating system user, registry keys, language, Software report log(s), running processes, temporary Internet files, Internet search history, applications using ports, active directory identifiers, and other data pertaining to the contents of Your custom folders and/or downloaded program files directory ("System Information," and collectively with Attack Data and Location Information, "Your Information").

Webroot does not use Your Information to identify or contact You (other than as set forth herein), but may use it to: (x) provide the SecureAnywhere Business Solution and related services; (y) improve the Webroot Database(s) and its other products and services; and (z) develop aggregate, non-customer identifiable statistics, which Webroot may use for research, publicity, marketing, promotional and other commercial purposes. In addition, Webroot may share Attack Data and other anonymous information about Your computer with third party financial services providers for their use in providing threat protection services to You and other customers and otherwise in protecting the safety and integrity of their systems, which use may include associating such data and information with You and/or Your Device when You visit such third party websites. IN CONDUCTING THE FOREGOING ACTIVITIES, WEBROOT MAY TRANSFER YOUR INFORMATION TO ITS LOCATIONS IN THE UNITED STATES AND OTHER JURISDICTIONS. BY AGREEING TO THIS AGREEMENT AND INSTALLING THE SOFTWARE, YOU AGREE TO SUCH TRANSFER OF YOUR INFORMATION. PLEASE NOTE THAT YOUR INFORMATION MAY NOT BE SUBJECT TO THE SAME CONTROLS AS YOUR CURRENT LOCATION.

Mobile Software Users (in addition to the above): Certain features allow reporting of Location Information via SMS. Additionally, if specified in the applicable terms of service for any App Store, System Information (or similar data) may also be collected by or shared with the applicable App Store operator and use of that information will be subject to the privacy policy of such App Store operator.

You consent to the uses described above, including but not limited to having your information transferred to and processed in the United States and other jurisdictions. You grant Webroot an unrestricted, royalty-free, perpetual license to use and modify Your Information for such purposes.

10. Quarantine, Deletion and Disabling Features. The SecureAnywhere Business Solution includes (or may be upgraded to include) features that allow You to do the following:

  1. Automatically block and/or quarantine installation of software that You may not want on Your Device ("Potentially Unwanted Software"). This feature may block/quarantine software that is not Potentially Unwanted Software, disable other software on the Device or result in breaching licenses to such software;
  2. Erase or "wipe" all of Your Device's free hard drive space or all or portions of the content on Your Device, including without limitation any and all applications, photos, music, contacts and other content ("Deleted Content"). Using this feature permanently erases all the Deleted Content so that it cannot be recovered; and
  3. Mobile Software Users (in addition to the above): (i) Restore the mobile device to initial factory settings so that no content can be recovered; and (ii) disable some or all of the mobile device. Re-enabling the mobile device requires use of a password that Your mobile carrier and the mobile device manufacturer will not possess. Webroot may provide recovery services.

Webroot is not liable for any loss of Deleted Content, data, loss of access or other problems or losses arising from use or misuse of the SecureAnywhere Business Solution.

11. Fees. You are responsible for paying Webroot or the third party from which You obtained the SecureAnywhere Business Solution ("Reseller") the fees specified in the Order Documentation ("Fees") for the right to use the SecureAnywhere Business Solution in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable except as set forth in Sections 16.a or 17 or as otherwise stated in Your Order Documentation. The Fees exclude any taxes. You and/or the Reseller will be responsible, and will indemnify and hold Webroot harmless, for payment of all applicable sales, use or other taxes (excluding taxes based on Webroot's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees hereunder or the delivery, license, or support of the Software. If You purchased Your license from Webroot, then You will pay Webroot the Fees within thirty (30) days of the date of purchase, unless otherwise set forth in the Order Documentation. You will permit Webroot and/or its representatives to review Your relevant records to ensure Your compliance with the terms of this Agreement.

12. Ownership. Webroot and its licensors have and retain all right, title and interest in the SecureAnywhere Business Solution, including without limitation the Software, the Online Services, the Webroot Portal and any materials made available through the Webroot Portal, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Each copy of the Software, and use of the Online Services, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms.

13. Product Changes. Provided that the functionality of the SecureAnywhere Business Solution is not substantially decreased during the Term, Webroot may at any time without notice discontinue or modify any characteristics of the SecureAnywhere Business Solution.

14. Term. This Agreement will begin on the Effective Date and will continue for the initial term set forth in the Order Documentation (if no term is specified in the Order Documentation, the default initial term shall be one (1) year) ("Initial Term"). If You purchased Your license to the SecureAnywhere Business Solution online from Webroot (or if You renewed Your subscription online with Webroot) and "opted in" to automatic renewals, then upon expiration of the Initial Term, Your license will automatically renew for the specified term(s) at the then current price in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. If You purchased Your license to the SecureAnywhere Business Solution offline from Webroot or a Reseller, then upon expiration of the Initial Term, Your license will automatically renew for successive one (1) year terms at the then current price unless either You or Webroot notify the other of intent not to renew at least thirty (30) days prior to the next renewal date. All renewals are subject to payment to Webroot or the Reseller of applicable fees. The Initial Term and any renewal terms are collectively referred to as the ("Term").

15. Termination. Webroot may terminate this Agreement immediately (i) if You breach this Agreement or (ii) any aspect of this Agreement is limited by law or third party terms of service. Failure to pay Fees when due will constitute a breach. The following will survive termination: outstanding fee obligations, the license restrictions in Sections 3.b, the disclaimers in Section 8 (Your Connection/Webroot Database(s)), Section 9 (Information Collected by the Software), the disclaimers in Section 10 (Quarantine, Deletion and Disabling Features), and Sections 11 (Fees), 12 (Ownership), 15 (Termination), 16 .b (Disclaimers), 18 (Limitation of Liability), 19 (US Government End Users Only), 20 (Export), 21 (Governing Law), 22 (High Risk Activity), 23 (Force Majeure), 24 (Open Source Software), and 25 (General). When this Agreement terminates or does not renew, Your data, including, but not limited to, scan data, Your Information, and console data, may be deleted by Webroot, in its sole discretion, at any time after forty-five (45) days after the date of non-renewal or termination.

16. Limited Warranty and Disclaimer of Warranties.

  1. Limited Warranty. During the thirty (30) day period after the Effective Date ("Warranty Period"), Webroot warrants that the SecureAnywhere Business Solution, when used as permitted in this Agreement will operate substantially as described in the Documentation. Webroot's sole liability (and Your exclusive remedy) for any breach of this warranty will be, in Webroot's sole discretion, to use commercially reasonable efforts (i) to provide You with an error-correction or work-around which corrects the reported non-conformity, (ii) to replace the non-conforming portions of the SecureAnywhere Business Solution with conforming items, or (iii) if Webroot determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund the Fees paid for the SecureAnywhere Business Solution. Webroot will have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. The above warranty will not apply: (i) if the SecureAnywhere Business Solution is not used in compliance with the Documentation; (ii) if any modifications are made to the SecureAnywhere Business Solution by You or any third party; (iii) to defects due to accident, abuse or improper use by You; or (iv) to Evaluation Software or other items provided on a no charge or evaluation basis.
  2. Disclaimers. Except as expressly provided in this Agreement, The SecureAnywhere Business Solution is provided "As Is" and Webroot and its licensors expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. There is no warranty that the SecureAnywhere Business Solution will be error free or that access will be continuous or uninterrupted. No anti-malware, security, or device location service can guarantee a 100% detection or success rate, and Webroot is not liable for any damage or loss resulting from any failure of the SecureAnywhere Business Solution to detect or quarantine any Potentially Unwanted Software.

    You may have other statutory rights. However, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, will be limited to the Warranty Period above.

    THIRD PARTY CERTIFICATIONS AND/OR APPROVALS MAY BE REQUIRED IN ORDER TO UTILIZE SOME FEATURES OF THE SECUREANYWHERE BUSINESS SOLUTION ON CERTAIN DEVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL SUCH CERTIFICATIONS AND APPROVALS, AND WEBROOT TAKES NO RESPONSIBILITY OR LIABILITY FOR THE FOREGOING.

17. Indemnification. Webroot will defend at its own expense any action against You brought by a third party to the extent that the action is based upon a claim that the SecureAnywhere Business Solution directly infringes any U.S. patents or copyrights, or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Webroot will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. You will notify Webroot promptly in writing of such action, give Webroot sole control of the defense thereof and any related settlement negotiations, and cooperate with Webroot and, at Webroot's request and expense, assist in such defense. If the SecureAnywhere Business Solution becomes, or in Webroot's opinion is likely to become, the subject of an infringement claim, Webroot may, at its option and expense: (i) procure for You the right to continue using the SecureAnywhere Business Solution; (ii) replace or modify the SecureAnywhere Business Solution so that it becomes non-infringing; or (c) terminate this Agreement, accept return of the SecureAnywhere Business Solution and give You a prorated refund for the Fees. Notwithstanding the foregoing, Webroot will have no obligation under this Section 17 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the SecureAnywhere Business Solution not in accordance with this Agreement or for purposes beyond the scope set forth in the Documentation; (ii) any use of any release of the SecureAnywhere Business Solution other than the most current release made available to You; (iii) any modification of the SecureAnywhere Business Solution by any person other than Webroot or its authorized agents or subcontractors; or (iv) the use or combination of the Webroot SecureAnywhere Business Solution with any third party product or service. If an infringement action or claim against Webroot is based on any of the exceptions to Webroot's indemnity as set forth above, You will defend such action or claim at Your own expense and will pay all damages and costs finally awarded against Webroot in connection with such action or claim or agreed to in any monetary settlement thereof. Webroot will promptly notify You in writing of such action or claim, give You sole control of the defense thereof and any related settlement negotiations, cooperate with You and, at Your request and expense, assist in such defense. THIS SECTION 17 STATES WEBROOT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

18. Limitation of Liability. To the fullest extent permitted by law, in no event will Webroot, its Resellers, or its licensors be liable to You or to any third party for (A) any lost profits, lost data, interruption of business, or other special, indirect, incidental, punitive, exemplary or consequential damages of any kind, even if advised of the possibility of such loss or damages or (B) amounts exceeding the total fees paid or payable to Webroot for the SecureAnywhere Business Solution during the twelve (12) months immediately preceding the date of the relevant claim. This Section 18 will survive and apply even if any limited remedy in this Agreement is found to have failed of its essential purpose.

19. US Government End Users Only. For US government end-users only, the SecureAnywhere Business Solution is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.

20. Export. The Software is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You will indemnify and hold harmless Webroot and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.

21. Governing Law.  For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, and jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

22. High Risk Activity. You acknowledge and agree that the SecureAnywhere Business Solution is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Webroot makes no warranty regarding, and will have no liability arising from, any use of the Software in connection with any high risk or strict liability activity.

23. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

24. Open Source Software. The SecureAnywhere Business Solution may contain or be provided with components subject to the terms and conditions of third party "open source" software licenses ("Open Source Software"). Open Source Software may be identified in the Documentation or via a link to Webroot's website, or Webroot will provide a list of the Open Source Software for a particular version of the Software to You upon Your written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software itself, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

25. General. You acknowledge and agree that any translation of the English language version of this Agreement provided by Webroot to You is provided for Your convenience only, and that the English language version of the Agreement will take precedence over the translation in the event of any contradiction arising from translation. The English language version of the Agreement may be viewed at http://www.webroot.com/au/en/company/about/service-terms-and-conditions/. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Webroot may provide You with notice of matters relating to this Agreement by sending You an email or by posting notice in the Webroot Portal. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely assign or transfer its rights or obligations hereunder to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. This Agreement is the complete and exclusive statement of the mutual understanding between You and Webroot and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Webroot for use of the SecureAnywhere Business Solution, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.

26. Use of the webroot secureanywhere business solution to provide managed services. If You are licensing the Webroot SecureAnywhere Business Solution as a managed service provider ("MSP"), the provisions of this Section 26 shall also apply to Your use of the Webroot SecureAnywhere Business Solution. To the extent of any conflict between the provisions of this Section 26 of the Agreement and the rest of the Agreement, the provisions in this Section 26 shall prevail.

  1. Definitions. As used in this Section 26:
    1. "Beneficiary" means a third party organization for whom You provide Managed Services in accordance with this Agreement for such organization's own internal business use.
    2. "Managed Services" means the managed services provided by You to Beneficiaries through the use of the Webroot SecureAnywhere Business Solution for the number of Seats specified in Your Order Documentation.
    3. "Seat" means a device for which You provide Managed Services.
    4. "Webroot Marks" means the names of Webroot products and services, the Webroot logos, any text or graphical material incorporating such names or marks, service marks, trade names, indicia of origin or design marks Webroot provides from time to time.
  2. Grant of License. Subject to the terms and conditions of this Agreement, Webroot grants You a royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) use the Webroot SecureAnywhere Business Solution and Documentation solely as part of Your provision of Managed Services to Beneficiaries for such Beneficiaries' internal business use, and (b) use and display the most current version of the Webroot SecureAnywhere Business Solution Agreement and Documentation made available to You, solely for the non-production purposes of conducting demonstrations of the Managed Services for potential Beneficiaries.
  3. License Restrictions. You acknowledge that the Webroot SecureAnywhere Business Solution and its structure, organization, and source code constitute valuable trade secrets of Webroot. Accordingly, You agree not to: (a) modify, adapt, alter, translate, or create derivative works from the Webroot SecureAnywhere Business Solution; (b) merge the Webroot SecureAnywhere Business Solution with other software or services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Webroot SecureAnywhere Business Solution; (d) knowingly permit any Beneficiaries to do any of the foregoing; or (e) use the Webroot SecureAnywhere Business Solution for the provision of any services, other than the Managed Services, for the benefit of any third party. You and Beneficiaries must not remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Webroot on or within the Webroot SecureAnywhere Business Solution and the Documentation, if any.
  4. Trademark License. Subject to the terms and conditions of this Agreement, Webroot grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to use and reproduce the Webroot Marks solely in connection with marketing the Managed Services. Webroot grants no rights in the Webroot Marks other than those expressly granted in this paragraph. You acknowledge Webroot's exclusive ownership of the Webroot Marks. You agree not to take any action inconsistent with such ownership and to cooperate, at Webroot's request and expense, in any action which Webroot deems necessary or desirable to establish or preserve Webroot's exclusive rights in and to the Webroot Marks. You will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Webroot Marks or in such a way as to create combination marks with the Webroot Marks. For the avoidance of doubt, You will not be entitled to incorporate "Webroot" or "SecureAnywhere" into Your domain names without Webroot's prior written approval. You will use the Webroot Marks in accordance with such guidelines as Webroot may provide to You from time to time. At Webroot's request, You will immediately modify or discontinue any use of the Webroot Marks.
  5. Branding. You will use the Webroot Marks to identify the Webroot SecureAnywhere Business Solution, the Managed Services, and in all materials used to market and promote the Managed Services in a manner acceptable to Webroot and subject to the limitations and requirements in this Agreement. You will at all times conduct business in a manner that reflects favorably on the Webroot SecureAnywhere Business Solution, the Managed Services, and the good name, goodwill, and reputation of Webroot.
  6. Publicity. Webroot and You will communicate and cooperate with respect to advertising and publicity regarding this Agreement and our relationship, and each will obtain the written consent of the other before publishing or releasing any advertising or publicity.
  7. Compliance with Laws. You will at all times comply with all applicable laws and regulations in performing hereunder, including without limitation all laws related to the protection of Beneficiary and/or personal data acquired by You in the course of Your provision of Managed Services.
  8. Warranties Made by You. You will not make or publish any false or misleading representations, warranties, or guarantees concerning the Webroot SecureAnywhere Business Solution that are inconsistent with any warranties made by Webroot in this Agreement.
  9. Indemnification. Webroot will indemnify, defend and hold harmless You against any action brought by a third party to the extent that the action is based upon a claim that the Webroot Marks, when used in accordance with this Agreement, infringe any trademark rights of a third party and Webroot will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on You notifying Webroot promptly in writing of such action, You giving Webroot sole control of the defense thereof and any related settlement negotiations, and You cooperating and, at Webroot's reasonable request and expense, assisting in such defense. If the Webroot Marks become, or in Webroot's opinion are likely to become, the subject of an infringement claim Webroot will, at its option and expense, either: (a) procure for You the right to continue exercising the rights licensed to You in this Agreement; (b) replace or modify the Webroot Mark so that it becomes non-infringing; or (c) terminate this Agreement by written notice to You. THIS PARAGRAPH STATES WEBROOT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR SUCH INFRINGEMENT CLAIMS AND ACTIONS.
  10. Independent Contractors. Your relationship to Webroot is that of a customer, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that You have, any authority to act on behalf of Webroot.

The BrightCloud Security Services for Enterprise Agreement applies to the following products:

BrightCloud® IP Reputation Service

BrightCloud Security Services for Enterprise Agreement

This BrightCloud Security Services for Enterprise Agreement (“Agreement”) applies to you, a user of the Delivery Software or BrightCloud Service, and constitutes a binding, legal agreement between Webroot and you, as an individual, or, if you are installing any Delivery Software or evaluating, using, or connecting to the BrightCloud Service as an employee, representative, or agent, the legal entity that employs you or that you represent or are acting on behalf of, as may be shown on an Order (“You” and, where the context permits, “Your”).

By connecting to the BrightCloud Service, clicking “I HAVE READ AND AGREE TO BE BOUND BY THE BRIGHTCLOUD SECURITY SERVICES FOR ENTERPRISE AGREEMENT”, or using the BrightCloud Service (the first date on which any such action occurs, the “Effective Date”), You acknowledge that You have read this Agreement, understand it, and agree to be bound by it. If You do not unconditionally agree to the foregoing, You are not authorized or licensed to use the BrightCloud Service for any purpose and You must not connect to, evaluate, or use the BrightCloud Service or any Delivery Software.

You, the individual assenting to this Agreement, represent and warrant that you are at least 18 years old and have the full corporate right, power, and authority to enter into this Agreement on behalf of your employer or the legal entity you represent, that this Agreement has been duly authorized by your employer or the entity you represent or are acting on behalf of, and that this Agreement will constitute the legal, valid, and binding obligation of your employer or such entity, enforceable against your employer or such entity in accordance with its terms.

Webroot may modify this Agreement upon notice to You, which may be provided via the Delivery Software or Browser Interface. By agreeing to the modified Agreement or using the BrightCloud Service after notice, You agree to all of the modifications.

1. Defined Terms. All defined terms in this Agreement have the meanings given to them in this Section 1 or in the section in which such terms are first defined.

1.1 "Browser Interface" means the GUI accessed by You through Your browser or through a third-party app or UI that interfaces with the BrightCloud Service and allows You to configure certain settings of the BrightCloud Service.

1.2 "BrightCloud Service" means Webroot’s hosted threat intelligence service that: (a) is offered on a subscription basis; (b) provides You with one or more Data Types depending on Your subscription; and (c) may be consumed via Delivery Software or a Device, all as may be set forth on an Order. In this Agreement, references to “BrightCloud Service” also includes any Upgrades.

1.3 "Confidential Information" means non-public information that is exchanged between You and Webroot, provided that such information: (a) is identified as confidential at the time of disclosure by the disclosing party (“Discloser”); or (b) is disclosed under circumstances that would indicate to a reasonable person that the information should be treated as confidential by the party receiving such information (“Recipient”), except that in the case of Webroot, all non-public aspects of the Webroot Property are considered Confidential Information. Confidential Information does not include information that Recipient can demonstrate: (x) was rightfully known to Recipient without restriction on use or disclosure prior to such information being disclosed or made available to Recipient in connection with this Agreement; (y) was or becomes generally known by the public other than by Recipient’s or any of Recipient’s authorized agent’s noncompliance with this Agreement; or (z) was or is received by Recipient on a non-confidential basis from a third party that, to Recipient’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality.

1.4 "Data Type" means a type or category of threat intelligence made available to You by Webroot based on Your particular subscription to the BrightCloud Service.

1.5 "Delivery Software" means a virtual machine, connector, plug-in, extension, app, platform, or other computer program, process, or system, whether developed by or made available through Webroot, its licensors, or third parties, that is delivered or made available to You in executable form for purposes of connecting to the BrightCloud Service.

1.6 "Device" means one or more of Your electronic devices, appliances, or applications, whether physical or virtual, that can receive one or more Data Types from the BrightCloud Services.

1.7 "Documentation" means the written or electronic user documentation pertaining to use of the BrightCloud Service or operation of any Delivery Software, if applicable, under this Agreement.

1.8 "Evaluation Period" means the period of time beginning 30 days after the Effective Date (or longer if set forth in a separate writing signed by Webroot) that Webroot licenses or grants You the right to receive the Evaluation Services.

1.9 "Evaluation Services" means the installation of any Delivery Software and the connection to and use of the BrightCloud Service as made available to You on a trial basis.

1.10 "Fees" means those fees and charges set forth in any Order or otherwise communicated to You in writing for Your access to or use of the BrightCloud Service and, if applicable, the Delivery Software.

1.11 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.12 "Open Source Software" means third-party software covered by an open source software license.

1.13 "Order" means any written order or quote, in electronic or paper form, provided to You by or on behalf of Webroot, whether manually or electronically, that describes Your subscription to the BrightCloud Service and the Fees owed in connection with Your subscription.

1.14 "Professional Services" means Webroot’s provision of certain Webroot Agents to assist with the installation and connection of certain Delivery Software subject to the terms and conditions set forth in the Webroot Professional Services Agreement, available at http://www.webroot.com/us/en/company/about/service-terms-and-conditions/.

1.15 "Reseller" means a third party authorized by Webroot to provide You with the BrightCloud Service.

1.16 "Subscription Term" means the amount of time, beginning on the Effective Date and continuing for the period set forth on an Order, that You are authorized to access or use the Delivery Software and BrightCloud Service, subject to the terms of this Agreement.

1.17 "Third-Party Software" means third-party software covered by a commercial license other than this Agreement.

1.18 "Warranty Period" means the period of time beginning on the Effective Date and ending 30 days following the Effective Date.

1.19 "Webroot" means either Webroot Inc. (if You are located in the United States or Canada) or Webroot International Limited (if You are located outside of the United States and Canada).

1.20 "Webroot Agent" or "Webroot Agents" means those employees or contractors designated by Webroot to provide the Professional Services.

1.21 "Webroot Environment" means Webroot’s or its licensors’ computer systems and databases that store Webroot’s threat intelligence data, including the Data Types.

1.22 "Webroot Property" means: (a) the BrightCloud Service, Delivery Software, Data Types, Browser Interface, Documentation, and Webroot Environment; (b) any inventions, ideas, know-how, tangible materials, business methods, designs, specifications, components, source code, object code, data, databases, images, icons, protocols, processes, modules, logic, and algorithms developed, created, owned, or licensed by Webroot associated with each of the foregoing items identified in subsection (a); and (c) all Upgrades, modifications, enhancements, and derivative works of each of the foregoing items identified in subsections (a) and (b). For the avoidance of doubt, to the extent that Delivery Software consists of Third-Party Software or Open Source Software, such Delivery Software is the property of the third party copyright owner(s) of such software.

1.23 "Upgrades" means any updates or upgrades to the BrightCloud Service that You purchase or that are otherwise made available to You by Webroot.

1.24 "Your Representatives" means one or more of Your employees or authorized agents to whom You have provided access to any component or feature of the Delivery Software or BrightCloud Service for use on Your behalf and for Your benefit, subject to all the terms and conditions of this Agreement.

2. Orders; Compliance. You may receive the BrightCloud Service only pursuant to an Order provided to You by or on behalf of Webroot and accepted by You by connecting to the BrightCloud Service, clicking “I HAVE READ AND AGREE TO BE BOUND BY THE BRIGHTCLOUD SECURITY SERVICES FOR ENTERPRISE AGREEMENT” in connection with this Agreement, using the BrightCloud Service, or paying Fees. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement or any Order, and any such document issued by You will be for administrative purposes only and will have no legal effect on Webroot. The terms of this Agreement are incorporated into the terms of each Order. An Order may include provisions on Subscription Term or Delivery Software, the Data Types for which You are licensed, the type and number of Devices for which You are licensed, and other usage restrictions. You agree to comply with all limitations and restrictions set forth in an Order and specifically agree only to query threat intelligence data for the Data Type, Device, or other configuration for which You are licensed. The beginning of Your Subscription Term may be set forth on Your Order, but if it is not, the Subscription Term begins on the Effective Date. If there is no Subscription Term listed on Your Order, Your Subscription Term is limited to 1 year, beginning on the Effective Date.

3. Non-Exclusive Rights. For so long as You comply with the terms of this Agreement and any Order, and unless this Agreement is otherwise terminated by Webroot, Webroot hereby grants to You during the Subscription Term a non-exclusive, non-sublicensable, non-transferable, revocable right and license to: (a) permit Your Representatives to download, install, configure, and use the applicable Delivery Software for the sole purpose of accessing and using the BrightCloud Service pursuant to this Agreement and any Order; (b) access and use the Browser Interface and the BrightCloud Service, and one or more Data Types produced by the BrightCloud Service, but solely by Your Representatives for Your internal business purposes in accordance with this Agreement and any Order; and (c) use and make a reasonable number of copies of the Documentation as necessary to use the BrightCloud Services. For the avoidance of doubt, Webroot does not grant You a right to modify, adapt, translate, publicly display, publish, create derivative works of, or distribute the Documentation. Notwithstanding any provision to the contrary in this Section 3, if You are using the Evaluation Services, Your use is solely limited to internal testing and evaluation of the Delivery Software and the BrightCloud Service in a non-production environment during the Evaluation Period. You are responsible for the use of the BrightCloud Service by Your Representatives.

4. License Conditions. You and Your Representatives may use the BrightCloud Service only during the Subscription Term in accordance with this Agreement, Your Order(s), and the Documentation. As a condition to the rights and licenses granted in Section 3, You agree that You and Your Representatives shall not, nor permit any third party to, (a) access or use the Browser Interface, Delivery Software, BrightCloud Service (or any feature thereof), or any Data Type in a manner not specifically permitted by this Agreement, Your Order, or the Documentation; (b) circumvent any license restrictions or mechanisms in the Browser Interface, Delivery Software, or BrightCloud Service intended to limit Your use of the BrightCloud Service to a particular subscription, including any limitations on Delivery Software, Devices, or Data Types; (c) modify, correct, adapt, translate, enhance or otherwise prepare derivative works of or improvements to any portion of the Browser Interface, Delivery Software, BrightCloud Service, or any Data Type; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any portion of the Browser Interface, Delivery Software, BrightCloud Service, or any Data Type to any third party other than Your Representatives, including in connection with any time-sharing, service bureau, software as a service, cloud, or other technology or service; except that, if and to the extent set forth in the Documentation, You may transfer and analyze Data Types through certain Delivery Software for Your internal business purposes only; (e) reverse engineer, disassemble, or decompile any feature or portion of the Delivery Software or BrightCloud Service, or attempt to derive the source code of the Delivery Software or BrightCloud Service, except to the extent permitted by law or any Third-Party Software or Open Source Components within the Delivery Software; (f) damage, disrupt, or impair the Delivery Software or BrightCloud Service or interfere with any other party’s use of the Delivery Software or BrightCloud Service; (g) perform any performance or benchmarking evaluation of the Delivery Software or the BrightCloud Service, or publish or disclose any results produced by the foregoing, including any results pertaining to a Data Type; (h) alter or remove any copyright, trademark, or proprietary notices, credits, or legends contained on or in the Browser Interface or Delivery Software or provided through the BrightCloud Service; (i) use any Data Type, or any portion of the Delivery Software or BrightCloud Service, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or entity; or (j) use any Data Type, or any portion of the Delivery Software or BrightCloud Service, in violation of any applicable law, regulation, or order.

5. Upgrades. Any Upgrades will be subject to the terms of this Agreement or other terms provided with the Upgrade. Notwithstanding the foregoing, if the functionality of the BrightCloud Service is not substantially decreased during the Subscription Term, Webroot may at any time without notice discontinue or modify any characteristics of the BrightCloud Service.

6. Evaluation Versions. Your use of the Evaluation Services is governed by this Agreement as modified by this Section.

6.1. Webroot may or may not issue You an Order prior to performing the Evaluation Services. If Webroot does not issue an Order to You, Your use of the Evaluation Services begins on the Effective Date, continues only for the Evaluation Period, and is governed solely by this Agreement.

6.2. You may access and use the Evaluation Services only in a non-production environment during the Evaluation Period for purposes of internally testing and evaluating the Delivery Software and the BrightCloud Service.

6.3. When the Evaluation Period expires, Your license to use the Delivery Software and BrightCloud Service automatically expires and Webroot may refuse to provide You with any further Data Type associated with the BrightCloud Service. In addition, Webroot may disrupt or disable Your Representatives’ authentication credentials so that You are unable to access the BrightCloud Service. You agree not to access the Evaluation Services or any Data Type following the expiration of the Evaluation Period.

6.4. You agree to promptly and permanently delete or disable the Delivery Software and any copies thereof following the Evaluation Period or, following Webroot’s request, to provide access to Your equipment and premises for Webroot to remove such Delivery Software.

6.5. If You desire to continue using the BrightCloud Service beyond the Evaluation Period, You will need to acquire a license for the applicable Fees.

6.6. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION AND USE OF THE EVALUATION SERVICES. THE EVALUATION SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL, AND WEBROOT HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE EVALUATION SERVICES AND ANY PROFESSIONAL SERVICES RELATED TO THE EVALUATION SERVICES, EACH OF WHICH IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU HEREBY IRREVOCABLY RELEASE WEBROOT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES FROM ALL DAMAGES, COSTS, AND LIABILITIES ARISING FROM OR RELATING TO YOUR USE OR YOUR REPRESENTATIVES’ USE OF THE EVALUATION SERVICES.

6.7. Webroot does not guarantee that it will continue to make the Evaluation Services available under this Agreement or at all.

7. Installation of any Delivery Software. Depending on the type of BrightCloud Service You subscribe to, as may be shown on Your Order, Webroot may provide Professional Services to You at Your designated premises. You agree to: (a) cooperate with Webroot Agents in all matters relating to the Professional Services and provide such access and accommodation to Your premises as is required by Webroot to provide the Professional Services; (b) prior to the arrival of the Webroot Agents, secure all permits, approvals, and authorizations necessary for Webroot Agents to perform the Professional Services; (c) promptly respond to any request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Webroot Agents to perform the Professional Services; and (d) provide access to such of Your infrastructure and technology and information as Webroot Agents may reasonably request to carry out the Professional Services.

8. Account Password and Security. The BrightCloud Service and Browser Interface require authentication credentials or license keys (the “Credentials”). You are solely responsible for maintaining the confidentiality of Your Credentials, and the Credentials of Your Representatives, and are fully responsible for all use of such Credentials, whether by You, Your Representatives, or other third-parties. You agree to immediately notify Webroot if You become aware of any unauthorized use of Your Credentials, or Your Representatives’ Credentials, or any other breach of security relating to Your account. You hereby release Webroot and its directors, officers, employees, and representatives, and will cause Your Representatives to release Webroot and such parties, from all liabilities, damages, losses, and costs incurred by You or Your Representatives arising from or relating to the unauthorized disclosure of the Credentials.

9. Control of Infrastructure.

9.1. Webroot. As between You and Webroot, Webroot has and will retain sole control over the operation, provision, maintenance, corrections, repairs, and management of the Browser Interface, Delivery Services, and BrightCloud Services, including the location where any of the BrightCloud Services are performed or hosted, and all related support services.

9.2. You. The Browser Interface, Delivery Software, and BrightCloud Service require an active Internet connection in order to function and communicate with the Webroot Environment. You are solely responsible for the functioning of Your network environment and Webroot is not responsible for Your network connections or for issues, conditions, or problems arising out of or relating to Your network or Internet connections, including but not limited to, bandwidth issues, latency issues, network outages, or delays. You acknowledge that the Webroot Environment and other services that are accessed or used through Internet connections may be subject to Your internet service provider’s downtime from time to time, and You hereby release Webroot and its directors, officers, employees, and representatives from any liabilities, damages, losses, and costs incurred by You arising from or relating to any of the foregoing.

10. Information Collected by the Delivery Software or BrightCloud Service.

10.1. Collection. The Delivery Software and/or BrightCloud Service may collect and send to the Webroot Environment one or more of the following:

  1. potential security risks such as, without limitation, attempted intrusion events and URLs about websites that may be fraudulent or malicious (“Attack Data”);
  2. Your Device’s IP address and approximate geographic location (“Location Information”); and
  3. other details about Your Device or server, which may include, but are not limited to, Your Device’s operating system, Your usage of the BrightCloud Service (e.g., features used, session lengths, connection times, updates, upgrades), program files or file extracts (used for malware research and analysis), username of logged-in operating system user, registry keys, language, software report logs, running processes, temporary Internet files, Internet search history, applications using ports, active directory identifiers, and other data pertaining to the contents of Your custom folders and/or downloaded program files directory (“System Information,” and collectively with Attack Data and Location Information, “Your Data”).

10.2. Use. You hereby grant Webroot a perpetual and irrevocable license to copy, modify, and use Your Data to:

  1. provide the BrightCloud Service and related services to You and Webroot’s other customers;
  2. improve the Webroot Environment and Webroot’s other products and services; and
  3. develop aggregate, non-customer identifiable statistics, which Webroot may use for research, publicity, marketing, promotional and other commercial purposes.

10.3. Transfer. In conducting the foregoing activities, Webroot may transfer Your Data to its locations in the United States and other jurisdictions. By agreeing to this Agreement or connecting to or using the BrightCloud Service, You agree to such transfer of Your Data. Please note that Your Data may not be subject to the same controls as Your current location. You consent to the uses described above, including but not limited to having Your Data transferred to and processed in the United States and other jurisdictions.

10.4. Privacy Policy. Webroot will comply with its Privacy Policy, available at http://www.webroot.com/us/en/company/about/privacy/, in its collection and use of Your Data. There may be specific instances where Webroot collects and uses Your Data, as described above, that are outside the scope of the Privacy Policy. In such circumstances, the provisions of this Agreement control over the provisions of the Privacy Policy.

11. Confidential Information. As a condition of being provided with Confidential Information, Recipient will, during any Subscription Term and perpetually following the expiration or termination of the Subscription Term, (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care Recipient uses to protect its most sensitive information and in no event less than a reasonable degree of care; and (c) promptly notify Discloser in writing of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure. You may disclose Confidential Information of Webroot to Your Representatives but You remain responsible for their compliance with this Section 11. Recipient may disclose Confidential Information as required to comply with the binding orders of courts or governmental entities that have jurisdiction over it, except that Recipient must: (x) give Discloser reasonable written notice prior to any such disclosure in order to allow Discloser to seek a protective order or other appropriate remedy; (y) disclose only such Confidential Information as is required by the court or governmental entity; and (z) use commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.

12. Ownership. The Webroot Property is licensed, not sold, and You will not have or acquire any ownership interest in the Webroot Property. As between You and Webroot, Webroot is and will remain the sole and exclusive owner of all right, title, and interest in and to the Webroot Property, including all Intellectual Property Rights therein, subject only to the limited rights expressly granted to You under this Agreement. You hereby unconditionally and irrevocably assign to Webroot Your entire right, title, and interest in and to any Intellectual Property Rights that You may now or hereafter have in or relating to the Webroot Property (including any rights in derivative works or patent improvements), whether held or acquired by operation of law, contract, assignment, or otherwise. If You provide any suggestions or feedback to Webroot regarding any of the Webroot Property, You hereby assign all of Your right, title, and interest in and to such suggestions or feedback without compensation by Webroot and further agree that any such suggestions or feedback are Webroot’s Confidential Information. Webroot reserves all rights not expressly granted to You in this Agreement.

13. Support. Webroot will provide web-based, telephone, and online self-help support for the BrightCloud Service during a Subscription Term in accordance with Webroot’s standard support policies.

14. Fees and Payment.

14.1. Fees. You are responsible for paying Webroot or a Reseller the Fees in an Order without setoff or deduction. Unless otherwise stated in the Order, Webroot or a Reseller will invoice You in advance for the Subscription Term set forth on the Order. All Fees are guaranteed and non-refundable for the Subscription Term. If Your subscription to the BrightCloud Service renews as set forth in an Order, Webroot or a Reseller will, prior to the end of the then-current Subscription Term, invoice You the Fees for the renewal Subscription Term. Webroot reserves the right to increase its Fees in its discretion after each Subscription Term. Webroot will invoice monthly in arrears for any time and materials charges that are set forth on the Order, if any.

14.2. Payment. If You purchased Your subscription from Webroot, then You will pay Webroot the Fees within 30 days of the date of such purchase, unless otherwise set forth in an Order.

14.3. Records. You permit Webroot and/or its agents or representatives to review Your relevant records to ensure Your compliance with the terms of this Agreement.

14.4. Taxes. The Fees exclude any taxes. You will be responsible for payment of all taxes applicable to the Delivery Software and BrightCloud Service, including without limitation all federal, state, and local sales, use, excise, and value-added taxes, with the exception of those taxes based solely on Webroot’s net income. You will make all payments of Fees to Webroot free and clear of, and without reduction for, any withholding taxes. You must reimburse Webroot for any interest or penalties assessed on Webroot as a result of Your failure to pay taxes in accordance with this Section 14.4.

14.5. Interest. All late payments will bear interest at the rate of 1.5% per month (or the maximum amount allowed by law, if less), calculated daily and compounded monthly. You must reimburse Webroot for all of its fees and costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs.

15. Term. This Agreement begins on the Effective Date and continues for the Subscription Term.

15.1. No Renewal. If Your Order does not provide for automatic renewals, then Your subscription to the BrightCloud Service will expire at the end of the Subscription Term and all rights, licenses, and authorizations granted to You under this Agreement will terminate subject to Section 16.2.

15.2. Automatic Renewals. If Your Order states that Your subscription is subject to automatic renewals, then upon expiration of the initial Subscription Term, Your subscription to the BrightCloud Service will automatically renew for the specified renewal Subscription Term at Webroot’s then-current pricing, all in accordance with the terms and conditions pertaining to automatic renewals presented to You at the time You purchased Your subscription or received Your Order. You may elect not to renew Your subscription pursuant to the terms of Your Order, or, if Your Order is silent on the matter, by providing Webroot notice of Your intent not to renew at least 30 days prior to the next renewal Subscription Term. All renewals are subject to payment of the applicable Fees.

16. Termination.

16.1. Termination for Cause. Webroot may terminate this Agreement and deactivate Your access to the BrightCloud Service immediately: (a) if You breach any term of this Agreement; or (b) any aspect of this Agreement is limited by law or third-party terms of service. Your failure to pay Fees when due constitutes a material breach of this Agreement.

16.2. Effect of Expiration or Termination. On the expiration or earlier termination of this Agreement all rights, licenses, and authorizations granted to You will immediately terminate and You must immediately: (a) stop using the BrightCloud Service, Delivery Software, Browser Interface, Documentation, and any Data Type; (b) permanently erase from all devices and systems You directly or indirectly control, all Confidential Information of Webroot, including any Confidential Information pertaining to the BrightCloud Service, Delivery Software, Browser Interface, Documentation, and any Data Type; and (c) return the Delivery Software to Webroot, or, at Webroot’s option, provide access to Your equipment and premises for Webroot to remove such Delivery Software. In addition, all Fees that You owe Webroot at termination, if any, will become due and payable to Webroot on the effective date of termination.

16.3. Survival. Sections 1, 2, 4, 6.6, 8, 10-12, 14, 16, 17.3, 19, 20, 21, 24, and 26-28 will survive expiration or termination of this Agreement for any reason.

17. Limited Warranty and Disclaimer of Warranties.

17.1. Limited Warranty. During the Warranty Period, Webroot warrants that the BrightCloud Service, when used as permitted in this Agreement, will operate substantially as described in the Documentation. Webroot’s sole liability (and Your exclusive remedy) for any breach of this warranty will be, in Webroot’s sole discretion, to use commercially reasonable efforts: (a) to provide You with an error-correction or work-around that corrects the reported non-conformity; (b) to replace the non-conforming features of the BrightCloud Service with conforming features; or (c) if Webroot determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund the Fees paid for the BrightCloud Service that are attributable to the period of non-conformance. Webroot will have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. The above warranty will not apply: (w) if the BrightCloud Service or Delivery Software are not used in compliance with the terms of this Agreement, any Order, and the Documentation; (x) if any modifications are made to the Delivery Software or BrightCloud Service by You or any third party, unless expressly permitted in the Documentation; (y) to defects due to accident, abuse, or improper use of the BrightCloud Service or Delivery Software; or (z) to Evaluation Services or other items provided on a free or evaluation basis.

17.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 17.1, THE BRIGHTCLOUD SERVICE, DELIVERY SOFTWARE, DATA TYPES, BROWSER INTERFACE, DOCUMENTATION, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND WEBROOT AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WEBROOT DOES NOT AND CANNOT WARRANT THAT ANY DATA TYPE IS COMPLETE, ACCURATE, OR CURRENT. IN ADDITION, THE COMPONENTS, ALGORITHMS, AND MACHINE LEARNING UNDERLYING AND CONSTITUTING THE BASIS FOR ANY DATA TYPE ARE CONSTANTLY CHANGING AND WEBROOT DOES NOT WARRANT THAT ANY DATA TYPE CLASSIFICATIONS ARE CORRECT OR COMPLETE. WEBROOT DOES NOT WARRANT THAT ACCESS TO THE BRIGHTCLOUD SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, MATERIALS OR OTHER MATTER (INCLUDING ANY SOFTWARE, HARDWARE, FIRMWARE, SYSTEM OR NETWORK), OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY COPYRIGHT OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS.

17.3. Third-Party Platforms. If You access the BrightCloud Service via a third-party platform or app store, You agree that: (a) Webroot makes no representations or warranties regarding such platform or app store; (b) Webroot hereby disclaims all representations and warranties with regard to such platform or app store; and (c) as between Webroot and You, You are solely responsible for Your compliance with the third party’s terms and conditions, and Webroot takes no responsibility or liability for any breach by You of any of those terms and conditions.

17.4. Statutory Rights. You may have other statutory rights. However, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, will be limited to the Warranty Period above.

18. Indemnification.

18.1. Obligation to Defend. Webroot will defend or at its option settle a claim against You brought by a third party, and pay all finally awarded costs and damages against You that are specifically attributable to such claim or that Webroot agrees to in a monetary settlement of such claim, to the extent that the claim asserts that the BrightCloud Service directly infringes or misappropriates that third party’s U.S. patents, copyrights, or trade secrets.

18.2. Conditions. Webroot’s obligations in this Section 18 are conditioned on You: (a) promptly notifying Webroot in writing of such claim after becoming aware of such claim; (b) giving Webroot sole control of the defense of the claim and any related settlement; and (c) cooperating and, at Webroot’s reasonable request and expense, assisting in the defense of such claim.

18.3. Mitigation. Upon the occurrence of a claim for which defense is or may be due under this Section 18, or in the event that Webroot believes that such a claim is likely, Webroot may, at its option: (a) appropriately modify the BrightCloud Service, or any feature or component associated with the BrightCloud Service, so that it or its applicable features or components become non-infringing, or substitute functionally equivalent subscription services to You; (b) obtain a license to the applicable third-party intellectual property rights so that You may continue to use the BrightCloud Service; or (c) terminate Your subscription to the BrightCloud Service on written notice to You and refund to You that portion of the Fees pre-paid hereunder for the infringing portion of the BrightCloud Service, pro-rated for the remainder of the Subscription Term set forth on Your most recent Order.

18.4. Limitations and Exclusions. Webroot has no obligations under this Section 18 for any alleged infringement that arises from: (a) the combination, operation, or use of the Delivery Software or BrightCloud Service with products, services, information, technologies, or processes not furnished or approved by Webroot, when the combination causes the infringement; (b) modifications to the Delivery Software or BrightCloud Service not made or authorized by Webroot; or (c) use of the Delivery Software or the BrightCloud Service except in accordance with the Documentation, this Agreement, and an Order.

18.5. Sole Remedy. THIS SECTION 18 SETS FORTH YOUR SOLE REMEDIES AND WEBROOT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS SUBJECT TO DEFENSE OR INDEMNIFICATION OBLIGATIONS. WEBROOT HAS NO DEFENSE OR INDEMNIFICATION OBLIGATIONS TO YOU EXCEPT AS SET FORTH IN THIS SECTION 18.

19. Limitation of Liability.

19.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL WEBROOT AND ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (B) LOSS OF GOODWILL OR REPUTATION; (C) LOSS, INTERRUPTION, OR DELAY OF THE DELIVERY SOFTWARE OR BRIGHTCLOUD SERVICE; (D) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (E) COST OF REPLACEMENT GOODS OR SERVICES; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER WEBROOT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.2. CAP. IN NO EVENT WILL THE AGGREGATE LIABILITY OF WEBROOT AND ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATING TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL OF THE FEES PAID TO WEBROOT UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. US Government End Users Only. For US government end-users only, each of the Delivery Software and BrightCloud Service is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Delivery Software and BrightCloud Service with only those rights set forth therein.

21. Export. The Delivery Software and BrightCloud Service are subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Delivery Software or BrightCloud Service for any use relating to nuclear, chemical, or biological weapons, or missile technology. You will indemnify and hold harmless Webroot and its licensors, directors, officers, employees, and representatives from all claims, damages, losses, and expenses (including attorneys’ fees) arising from breach of this Section 21.

22. High Risk Activity. You acknowledge and agree that the BrightCloud Service is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Webroot makes no warranty regarding, and will have no liability arising from, any use of the Delivery Software or BrightCloud Service in connection with any high risk or strict liability activity.

23. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

24. Open Source Software and Third-Party Software. The BrightCloud Service or Delivery Software may contain or be distributed with Open Source Software and Third-Party Software. If Third-Party Software is included the terms and conditions of this Agreement may not apply to such Third-Party Software. Information concerning the inclusion of the Open Source Software not covered by this Agreement, if any, and the notices, license terms, and disclaimers applicable to such software are contained in an HTML file or a .txt file in the root directory, and are available upon request from Webroot. Nothing in this Agreement restricts, limits, or otherwise affects any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any Open Source Software contained in the Delivery Software or BrightCloud Service.

25. Independent Contractors. Your relationship to Webroot is that of a customer, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that You have, any authority to act on behalf of Webroot.

26. Equitable Relief. You acknowledge that breach by You of one or more of Your obligations under Sections 4 (License Conditions) or 11 (Confidential Information) will cause Webroot to suffer immediate and irreparable harm for which money damages would be an inadequate remedy. Therefore, You agree that if You breach one or more of Your obligations under Sections 4 (License Conditions) or 11 (Confidential Information), Webroot will be entitled to equitable relief as well as any additional relief that may be appropriate.

27. Governing Law. For any action relating to this Agreement, You agree to the following governing law and exclusive jurisdiction and venue, according to Your location.

27.1. If You are located in the United States or Canada, this Agreement is governed by the laws of the State of Colorado without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the state and federal courts sitting in the State of Colorado, City and County of Denver, with regard to any and all claims by You arising out of or relating to the BrightCloud Services or this Agreement.

27.2. If You are located in Japan, this Agreement is governed by the laws of Japan without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the Tokyo District Court with regard to any and all claims by You arising out of or relating to the BrightCloud Services or this Agreement.

27.3. If You are located outside the United States, Canada, and Japan, this Agreement is governed by the laws of the Republic of Ireland without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the courts sitting in Dublin, Ireland, with regard to any and all claims by You arising out of or relating to the BrightCloud Services or this Agreement.

27.4. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

28. General. You acknowledge and agree that any translation of the English language version of this Agreement provided by Webroot to You is provided for Your convenience only, and that the English language version of the Agreement will take precedence over the translation in the event of any contradiction arising from translation. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. All of Your notices required under this Agreement must be in writing and are considered effective: (a) 1 business day after You send an email to: (i) the email address for Webroot as listed on Your Order or available to You through the Delivery Software or Browser Interface; and (ii) paralegal@webroot.com, each with proof of receipt; or (b) 5 days after mailing, when sent certified mail, return receipt requested and postage prepaid to: 385 Interlocken Crescent, Suite 800, Broomfield, Colorado 80021. By providing Your email address to Webroot or a Reseller, or logging into the Browser Interface, You agree to receive all required notices from Webroot electronically to that email address or via the Browser Interface. Such notices are effective upon being sent to the email address or being published on the Browser Interface. It is Your responsibility to change or update Your email address. You may not assign this Agreement without the prior written consent of Webroot, which will not be unreasonably withheld; provided, however, that You may freely assign or transfer Your rights or obligations hereunder to any affiliate or any successor to Your business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. Webroot may assign this Agreement without Your consent, although Webroot will use commercially reasonable efforts to notify You of any assignment. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. This Agreement applies to Your connection to, evaluation of, and use of the Delivery Software and BrightCloud Service but will be superseded to the extent its terms conflict with the terms of any mutually executed agreement between You and Webroot concerning the Delivery Software and BrightCloud Service. This Agreement, including any Order and any terms pertaining to the Professional Services, sets forth the entire understanding and agreement between Webroot and You with regard to the subject matter herein and supersedes any prior oral or written agreements or understandings between You and Webroot with regard to the subject matter herein. This Agreement may only be modified or amended with Webroot’s express written consent.

The Master Service Agreement applies to the following services:

Webroot® SecureAnywhere Web Security Service

WEBROOT MASTER SERVICE AGREEMENT

THIS WEBROOT MASTER SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN WEBROOT INC. (IF YOU ARE IN THE UNITED STATES OR CANADA) OR WEBROOT INTERNATIONAL LIMITED (IF YOU ARE OUTSIDE OF THE UNITED STATES AND CANADA) ("WEBROOT") AND YOU. AS USED IN THIS AGREEMENT, "YOU" REFERS TO YOU AS AN INDIVIDUAL AND THE COMPANY ON BEHALF OF WHICH YOU ARE USING (OR FACILITATING USE OF) THE SERVICE AS AN EMPLOYEE OR AGENT ("COMPANY"). YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL CORPORATE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY, THAT THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE COMPANY, AND THAT THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS.

BY CLICKING "AGREE AND LAUNCH" OR USING THE SERVICE (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE "EFFECTIVE DATE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SERVICE FOR ANY PURPOSE.

WEBROOT MAY MODIFY THIS AGREEMENT UPON NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED VIA THE WEBROOT PORTAL (AS DEFINED BELOW).

1. PROVISION OF SERVICE.

  1. You may use the service, as more fully described in Schedule 1 below (the "Service"), which is incorporated herein by this reference, only in accordance with this Agreement, any help documentation provided to You by Webroot ("Documentation"), and the order documentation presented when You obtained Your access to the Service ("Order Documentation"). The Order Documentation may include term, user, or other restrictions, and You agree to comply with all such restrictions.
  2. The Service may be configured and managed through the Web-based facility made available by Webroot to You (the "Webroot Portal").
  3. On reasonable notice to You, Webroot reserves the right to (i) add to or modify the Service or (ii) migrate You to a modified, replacement or upgraded Service, at no additional cost to You, with the objective of providing You with equivalent or enhanced functionality.
  4. Your right to use the Service is limited to a non-exclusive, non-transferable, limited, revocable license to use the Service subject to the terms and conditions set out in this Agreement and is limited to the number of Users specified in the Order Documentation. For purposes of this Agreement, "User" means a computer workstation unique to a user receiving the Service.
  5. Subject to applicable law, Webroot may provide the Service from any hardware installation anywhere in the world and may, at any time, transfer the provision of the Service from one installation to another. Webroot does not guarantee that any such installation, or any part thereof, is or will be dedicated to Your sole use.
  6. If at any time continued provision of the Service would compromise the security of the Service due, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities either directed at or originating from Your domains, You agree that Webroot may suspend Service to You. In such an event, Webroot will promptly inform You and will work with You to resolve such issues and reinstate the Service at the earliest reasonable opportunity.

2. YOUR OBLIGATIONS. During the Term (as defined below), You shall, in addition to those obligations set forth elsewhere in this Agreement, have the following obligations:

  1. You will provide Webroot with all technical data and all other information Webroot may reasonably request from time to time to allow Webroot to supply the Service to You. Information supplied by You will be complete, accurate, and given in good faith, and such information will be treated as Confidential Information under the terms of this Agreement.
  2. You shall maintain the confidentiality of any user ID and/or password that affects Your access to or use of the Service. All such user IDs and passwords shall be considered "Confidential Information" hereunder.
  3. You represent and warrants that You will:
    • not use the Service for any unlawful purpose or in violation of any law, rule or regulation applicable to the use of the Internet;
    • not use the Service in any manner that violates or infringes any third party intellectual property right;
    • not transmit, display, or post to a bulletin board obscene, indecent, or pornographic material;
    • not transmit, display, or publish any material which is of a defamatory, offensive, abusive, or menacing character to any other person;
    • not use the Service in any manner that violates any applicable law regarding data protection or use of the Internet;
    • conform with all generally accepted Internet protocols and standards;
    • use the Service for legitimate business purposes only; and
    • not (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the Service; (ii) use the Service for the benefit of any third party; (iii) circumvent mechanisms in the Service intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the Service, except as permitted by law.
  4. You shall be responsible for any data or systems failure or corruption, or any other loss or damage, caused by Your (or Your employee's, agent's, or contractor's) (i) release or distribution of malware-infected files, or (ii) data and requests for data processed by the Service including, without limitation, data accessed using the HTTP and HTTPS protocols, as well as FTP transfers over the HTTP protocol (collectively, "Web Content") blocked, stopped, or otherwise remediated by the Service.
  5. You shall be responsible for notifying Your employees, agents, and contractors that Web Content may be filtered and inspected by the Service.
  6. You acknowledge and agree that (i) Webroot's responsibilities and liability do not extend to the internal management of Your Internet use, and (ii) Webroot is merely a data-processor and does not control and is not responsible for the management or administration of Your Internet use.
  7. You agree that You shall not resell the Service or create or offer derivative versions of the Service either directly or through a third party.
  8. Should You breach any of the aforementioned warranties then, in addition to all other rights and remedies, Webroot reserves the right to suspend the Service and charge You at Webroot's then current rates for any remedial work which becomes necessary as a direct result of Your breach (along with any applicable Service re-activation fee). You agree to indemnify and hold Webroot harmless from and against any and all claims, including without limitation claims against Webroot by Your employees or customers, of loss, damages, liability, costs, and expenses (including reasonable attorneys' fees and expenses) brought by a third party to the extent relating to Your breach of this Section 2.

3. EVALUATION VERSIONS. Webroot may make the Service available on an evaluation basis ("Evaluation Service"), and Your use of the Evaluation Service is governed by this Agreement as modified by this Section. If You have licensed the Evaluation Service, then Your Service license is limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for thirty (30) days) (the "Evaluation Period"). In addition, the following specific provisions apply.

  1. When the Evaluation Period expires, Your license to use the Service automatically expires and the Service' capabilities may become restricted. You agree to promptly delete the web proxy and all copies thereof. If You desire to continue to use the Service beyond the Evaluation Period, You will need to acquire a license for the applicable Fee.
  2. Evaluation Service may not be complete or fully functional, and Webroot makes no warranties whatsoever about Evaluation Service. Webroot does not guarantee that it will continue to make available Evaluation Service under this Agreement or at all.

4. CONFIDENTIALITY.

  1. Each party ("Recipient") acknowledges that during the performance of this Agreement, it may have access to the other party's ("Discloser") Confidential Information (as defined below). The Recipient agrees that such Confidential Information is proprietary to the Discloser and will remain the sole property of the Discloser.
  2. "Confidential Information" means all trade secrets, business, technical and financial information, computer software, machine and operator instructions, business methods, procedures, know-how, and other information, irrespective of the form of communication, that relates to the business or technology of either party that is identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to believe such information is confidential.
  3. The Recipient agrees as follows: (i) to use the Confidential Information only for the purposes described in this Agreement; (ii) to hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party, taking precautions at least as protective as those the Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions; (iii) restrict access to the Confidential Information to its employees and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement; (iv) immediately notify the Discloser upon discovery of any loss or unauthorized disclosure of the Discloser's Confidential Information; and (v) to return or destroy all Confidential Information upon termination of this Agreement or the Discloser's written request; provided, however, that Recipient shall be entitled, pursuant to the terms of this Agreement, to retain the Confidential Information, or copies thereof, to the extent required by applicable law or regulation, to establish the extent of disclosure of Confidential Information by the Discloser or to the extent such Confidential Information is preserved pursuant to Recipient's automatic archiving and back-up procedures related to electronic files.
  4. The foregoing provisions will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient without access to the Confidential Information; or (vi) is approved for release or disclosure by the Discloser in writing without restriction. Notwithstanding the foregoing, the Recipient will be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient notifies the Discloser of such required disclosure promptly and in writing and cooperates with the Discloser, at the Discloser's request and expense, in any lawful action to contest or limit the scope of such required disclosure.
  5. Webroot recognizes and confirms that the content of Web Content uploaded or downloaded by You by the Service, may be Confidential Information. In the normal provision of the Service, Webroot will not access, read or copy Web Content other than by electronic methods for the purposes of providing the Service. Webroot hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Your Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information. However, Webroot reserves the right to utilize the threat-related content or elements of such Web Content solely to: (i) maintain and improve the performance and the integrity of the Service; and (ii) comply with all regulatory, legislative or contractual requirements.

5. FEES. You are responsible for paying Webroot or the third party from which You obtained the Service ("Reseller") the fees specified in the Order Documentation ("Fees") for the right to use the Service in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable except as set forth in Section 11 or as otherwise stated in Your Order Documentation. The Fees exclude any taxes. You and/or the Reseller will be responsible, and will indemnify and hold Webroot harmless, for payment of all applicable sales, use or other taxes (excluding taxes based on Webroot's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees hereunder or the delivery, license, or support of the Service. If You purchased Your license from Webroot, then You will pay Webroot the Fees within thirty (30) days of the date of purchase, unless otherwise set forth in the Order Documentation. You will permit Webroot and/or its representatives to review Your relevant records to ensure Your compliance with the terms of this Agreement.

6. OWNERSHIP. Webroot and its licensors have and retain all right, title and interest in the Service, any hardware or software used in connection with the Service, the Webroot Portal and any materials made available through the Webroot Portal, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Use of the Service, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms.

7. SERVICE CHANGES. Provided that the functionality of the Service is not substantially decreased during the Term, Webroot may at any time without notice discontinue or modify any characteristics of the Service.

8. TERM. This Agreement will begin on the Effective Date and will continue for the initial term set forth in the Order Documentation (if no term is specified in the Order Documentation, the default initial term shall be one (1) year) ("Initial Term"). If You purchased Your license to the Service online from Webroot (or if You renewed Your subscription online with Webroot) and "opted in" to automatic renewals, then upon expiration of the Initial Term, Your license will automatically renew for the specified term(s) in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. If You purchased Your license to the Service offline from Webroot or a Reseller, then upon expiration of the Initial Term, Your license will automatically renew for successive one (1) year terms unless either You or Webroot notify the other of intent not to renew at least thirty (30) days prior to the next renewal date. All renewals are subject to payment to Webroot or the Reseller of applicable fees. The Initial Term and any renewal terms are collectively referred to as the ("Term").

9. TERMINATION. Webroot may terminate this Agreement immediately (i) if You breach this Agreement or (ii) any aspect of this Agreement is limited by law or third party terms of service. The following will survive termination: outstanding fee obligations, the license restrictions and your obligations in Sections 2.b through 2.h, and Sections 4 (Confidentiality), 5 (Fees), 6 (Ownership), 9 (Termination), 10.b. (Disclaimers), 12 (Limitation of Liability), 13 (US Government End Users Only), 14 (Export), 15 (Governing Law), 16 (High Risk Activity), 17 (Force Majeure), and 18 (General). Webroot may terminate this Agreement at any time by providing at least ninety (90) days prior written notice to You. In the event of any such termination by Webroot, Webroot shall refund to You any prepaid amounts applicable to the period following such termination.

10. WEBROOT WARRANTIES.

  1. Webroot warrants that Service (i) will meet the specifications in Schedule 1; and (ii) will be provided in a professional and workmanlike manner by individuals with suitable skills and abilities. In the event of a breach of the foregoing warranty, as Your sole and exclusive remedy, Webroot will use commercially reasonable efforts to re-perform any Service not meeting this limited warranty promptly following notice from You. The above warranty will not apply to Evaluation Service or other items provided on a no charge or evaluation basis.
  2. DISCLAIMERS. THE EXPRESS WARRANTIES IN THIS SECTION 10 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, THE SERVICE AND ANY DOCUMENTATION ARE PROVIDED "AS IS" WITH ALL FAULTS.

11. INDEMNIFICATION. Webroot will defend at its own expense any action against You brought by a third party to the extent that the action is based upon a claim that the Service directly infringes any U.S. patents or copyrights, or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Webroot will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. You will notify Webroot promptly in writing of such action, give Webroot sole control of the defense thereof and any related settlement negotiations, and cooperate with Webroot and, at Webroot's request and expense, assist in such defense. If the Service becomes, or in Webroot's opinion is likely to become, the subject of an infringement claim, Webroot may, at its option and expense: (i) procure for You the right to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing; or (c) terminate this Agreement, accept return of the Service and give You a prorated refund for the Fees. Notwithstanding the foregoing, Webroot will have no obligation under this Section 11 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the Service not in accordance with this Agreement or for purposes beyond the scope set forth in the Documentation; (ii) any use of any release of the Service other than the most current release made available to You; (iii) any combination of the Service with any other product, service, or process not expressly authorized by Webroot; or (iv) any modification of the Service by any person other than Webroot or its authorized agents or subcontractors. If an infringement action or claim against Webroot is based on any of the exceptions to Webroot's indemnity as set forth above, You will defend such action or claim at Your own expense and will pay all damages and costs finally awarded against Webroot in connection with such action or claim or agreed to in any monetary settlement thereof. Webroot will promptly notify You in writing of such action or claim, give You sole control of the defense thereof and any related settlement negotiations, cooperate with You and, at Your request and expense, assist in such defense. THIS SECTION 11 STATES WEBROOT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEBROOT, ITS RESELLERS, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING THE TOTAL FEES PAID OR PAYABLE TO WEBROOT FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. THIS SECTION 12 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. US GOVERNMENT END USERS ONLY. Webroot provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in the applicable Webroot agreement for the Service. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation).

14. EXPORT. The Service is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Service for any use relating to nuclear, chemical, or biological weapons, or missile technology. You will indemnify and hold harmless Webroot and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.

15. GOVERNING LAW. For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, and jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

16. HIGH RISK ACTIVITY. You acknowledge and agree that the Service is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Webroot makes no warranty regarding, and will have no liability arising from, any use of the Service in connection with any high risk or strict liability activity.

17. FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or service, or refusal of approval or a license by a government agency.

18. GENERAL. You acknowledge and agree that any translation of the English language version of this Agreement provided by Webroot to You is provided for Your convenience only, and that the English language version of the Agreement will take precedence over the translation in the event of any contradiction arising from translation. The English language version of the Agreement may be viewed at http://www.webroot.com/au/en/company/about/service-terms-and-conditions/. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Webroot may provide You with notice of matters relating to this Agreement by sending You an email or by posting notice in the Webroot Portal. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely assign or transfer its rights or obligations hereunder to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. This Agreement is the complete and exclusive statement of the mutual understanding between You and Webroot and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Webroot for use of the Service, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.

19. USE OF THE SERVICE TO PROVIDE MANAGED SERVICES. If You are licensing the Service as a managed service provider ("MSP"), the provisions of this Section 19 shall also apply to Your use of the Service. To the extent of any conflict between the provisions of this Section 19 of the Agreement and the rest of the Agreement, the provisions in this Section 19 shall prevail.

  1. Definitions. As used in this Section 19:
    1. "Beneficiary" means a third party organization for whom You provide Managed Services in accordance with this Agreement for such organization's own internal business use.
    2. "Managed Services" means the managed services provided by You to Beneficiaries through the use of the Service for the number of Seats specified in Your Order Documentation.
    3. "Seat" means a device for which You provide Managed Services.
    4. "Webroot Marks" means the names of Webroot products and services, the Webroot logos, any text or graphical material incorporating such names or marks, service marks, trade names, indicia of origin or design marks Webroot provides from time to time.
  2. Grant of License. Subject to the terms and conditions of this Agreement, Webroot grants You a royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) use the Service and Documentation solely as part of Your provision of Managed Services to Beneficiaries for such Beneficiaries' internal business use, and (b) use and display the most current version of the Service and Documentation made available to You, solely for the non-production purposes of conducting demonstrations of the Managed Services for potential Beneficiaries.
  3. License Restrictions. You acknowledge that the Service and its structure, organization, and source code constitute valuable trade secrets of Webroot. Accordingly, You agree not to: (a) modify, adapt, alter, translate, or create derivative works from the Service; (b) merge the Service with other software or services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service; (d) knowingly permit any Beneficiaries to do any of the foregoing; or (e) use the Service for the provision of any services, other than the Managed Services, for the benefit of any third party. You and Beneficiaries must not remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Webroot on or within the Service and the Documentation, if any.
  4. Trademark License. Subject to the terms and conditions of this Agreement, Webroot grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to use and reproduce the Webroot Marks solely in connection with marketing the Managed Services. Webroot grants no rights in the Webroot Marks other than those expressly granted in this paragraph. You acknowledge Webroot's exclusive ownership of the Webroot Marks. You agree not to take any action inconsistent with such ownership and to cooperate, at Webroot's request and expense, in any action which Webroot deems necessary or desirable to establish or preserve Webroot's exclusive rights in and to the Webroot Marks. You will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Webroot Marks or in such a way as to create combination marks with the Webroot Marks. For the avoidance of doubt, You will not be entitled to incorporate "Webroot" or "SecureAnywhere" into Your domain names without Webroot's prior written approval. You will use the Webroot Marks in accordance with such guidelines as Webroot may provide to You from time to time. At Webroot's request, You will immediately modify or discontinue any use of the Webroot Marks.
  5. Branding. You will use the Webroot Marks to identify the Service, the Managed Services, and in all materials used to market and promote the Managed Services in a manner acceptable to Webroot and subject to the limitations and requirements in this Agreement. You will at all times conduct business in a manner that reflects favorably on the Service, the Managed Services, and the good name, goodwill, and reputation of Webroot.
  6. Publicity. Webroot and You will communicate and cooperate with respect to advertising and publicity regarding this Agreement and our relationship, and each will obtain the written consent of the other before publishing or releasing any advertising or publicity.
  7. Compliance with Laws. You will at all times comply with all applicable laws and regulations in performing hereunder, including without limitation all laws related to the protection of Beneficiary and/or personal data acquired by You in the course of Your provision of Managed Services.
  8. Warranties Made by You. You will not make or publish any false or misleading representations, warranties, or guarantees concerning the Service that are inconsistent with any warranties made by Webroot in this Agreement.
  9. Indemnification. Webroot will indemnify, defend and hold harmless You against any action brought by a third party to the extent that the action is based upon a claim that the Webroot Marks, when used in accordance with this Agreement, infringe any trademark rights of a third party and Webroot will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on You notifying Webroot promptly in writing of such action, You giving Webroot sole control of the defense thereof and any related settlement negotiations, and You cooperating and, at Webroot's reasonable request and expense, assisting in such defense. If the Webroot Marks become, or in Webroot's opinion are likely to become, the subject of an infringement claim Webroot will, at its option and expense, either: (a) procure for You the right to continue exercising the rights licensed to You in this Agreement; (b) replace or modify the Webroot Mark so that it becomes non-infringing; or (c) terminate this Agreement by written notice to You. THIS PARAGRAPH STATES WEBROOT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR SUCH INFRINGEMENT CLAIMS AND ACTIONS.
  10. Independent Contractors. Your relationship to Webroot is that of a customer, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that You have, any authority to act on behalf of Webroot.

SCHEDULE 1

SERVICE DESCRIPTION

1. OVERVIEW.

  1. Webroot provides a hosted web security and management service providing ability to scan inbound and outbound web traffic at the Internet level (the "Web Service"). The Web Service includes a common management platform and policy engine and may also contain some of the following elements:
    • Threat Protection Control
    • Access Control/URL Filtering
    • Full Logging
  2. The Web Service is provided twenty-four (24) hours per day, seven (7) days per week from distributed Webroot Web Transaction Centers ("WTC") and monitored from Webroot Virtual Network Operation Centers.
  3. You direct Web Content to the Webroot WTC by configuring the desktop Web proxy, the Web browser, or a PAC file.
  4. Web Content is scanned based upon policies chosen by You, resulting in Web Content being blocked or permitted.
  5. Policies may be applied to source IP addresses or to Users identified by a user name and password. Users may either access the Web from Your IP address(es) that identify Your locations and Users attempting to access the Service or, if roaming access is enabled, from any IP address.
  6. Capitalized terms that are not defined herein shall be as defined in the Master Service Agreement.

2. SERVICE VISIBILITY AND MANAGEMENT.

  1. Visibility and management of the Web Service is provided via a secure, password protected web interface providing access and visibility to service features, functionality, configuration, reporting and message logs.
  2. Webroot monitors and reports the availability and status of the Web Service and the client message servers.
  3. Support
    • You may raise queries via web, e-mail, or telephone as specified below.
    • Calls may be logged through the following mechanisms:
      Logging Method Logging Mechanism Support Cover
      Web Open a support ticket Normal Working Hours
      Email saassupport@webroot.com Normal Working Hours
      Telephone APAC: +61 (0)2 8071 1903
      EMEA: +44 (0) 800 804 7015
      USA: +1 877 612 6009
      24/7 including holidays (for Critical and Major Issues)
      Normal Working Hours (for Medium and Low issues)
    • Your queries will be recorded in a call tracking system and a call reference number will be assigned. Webroot will assign one of the following designations to each query.
      Category Description
      Critical Total service failure (e.g., unavailability of management system, browsing capabilities not functioning for all users.)
      Major Significant reduction experienced in system performance or unavailability of a specific business critical function.
      Medium Failure of one or more system functions making use of the systems difficult (e.g., service still running and operational, but not to full capacity).
      Low A problem which is outside of the expected operation of the Service but causes only minor inconvenience to the User, requests for information, service requests, or requests for enhancements.
    • The times indicated below are the target times for Webroot to respond to or provide a Workaround for an incident. Note that working periods are to be taken within context of the Support Cover period specified below.
      Category Support Cover Support Level Target Workaround Time
      Critical 24/7 (Telephone) < 1 Hour < 6 hours
      Major 24/7 (Telephone) < 3 Hours < 8 hours
      Medium Normal Working Hours < 8 Normal Working Hours < 5 Normal Working Days
      Low Normal Working Hours < 24 Normal Working Hours < 7 Normal Working Days
    • In the event that a Workaround is not provided within the Target Workaround Time, then the following escalation timings shall apply. Escalation means that You may request access to a more senior member of the organization in relation to the provision of the Workaround.
      Category Escalation Time Support Escalation Manager
      Critical 4 Hours 8 Hours
      Major 6 Hours 12 Hours
      Medium 2 Working Days 5 Working Days
      Low N/A N/A
    • "Normal Working Day" means Monday through Friday excluding holidays.
    • "Normal Working Hours" means the hours between 7:00 a.m. and 6:00 p.m. (Mountain Time) during a Normal Working Day.
    • "Workaround" means any of the following: (i) resolution of the issue through the normal support process; (ii) a temporary by-pass of the issue; (iii) a statement that the issue will be considered for correction in a future upgrade; (iv) a statement that more information is required prior to resolution.

The Webroot Professional Services Agreement applies to all purchases of professional services.

WEBROOT PROFESSIONAL SERVICES AGREEMENT

This Webroot Professional Services Agreement ("Agreement") is a legal contract between Webroot Inc. (If you are in the United Sates or Canada) or Webroot International Limited (If you are outside the United States or Canada) ("Webroot") and you. As used in this agreement, "you" refers to you as an individual and the company on behalf of which you are procuring the services as an employee or agent ("company"). You represent and warrant that you have the full corporate right, power, and authority to enter into this agreement on behalf of the company, that this agreement has been duly authorized by the company, and that this agreement will constitute the legal, valid, and binding obligation of the company, enforceable against the company in accordance with its terms.

1. PROFESSIONAL SERVICES. "Professional Services" means services provided to You by Webroot that You purchase or that are otherwise made available to You by Webroot pursuant to a Webroot quote or other similar document ("Order Documentation") in connection with the uninstall, installation, configuration and/or implementation of Webroot products.

2. FEES. You are responsible for paying Webroot the fees for the Professional Services that are specified in the Order Documentation ("Fees"). All Fees are non-refundable except as otherwise set forth in this Agreement or in Your Order Documentation. The Fees exclude any taxes. You will be responsible, and will indemnify and hold Webroot harmless, for payment of all applicable sales, use or other taxes (excluding taxes based on Webroot's income), arising from the payment of the Fees or the delivery of the Professional Services. You will pay Webroot the Fees within thirty (30) days of the date of purchase of the Professional Services, unless otherwise set forth in the Order Documentation.

3. TERM. This Agreement will begin on the date that of the Order Documentation ("Effective Date") and will continue until the Professional Services are completed ("Term"). During the Term, either party may at any time, with or without cause, terminate this Agreement by providing written notice to the other party; provided, however, that if Company terminates this Agreement pursuant to this Section 3, Company shall promptly pay Webroot for all Professional Services provided prior to and through the effective date of termination.

4. REMOTE ACCESS AGREEMENT. If the Professional Services are to be provided remotely, You and certain of Your representatives will be required, at the time that the Professional Services are initiated and at the beginning of any new session related to the provision of the Professional Services, to agree to the terms of a click-through Remote Access Agreement substantially similar to the form attached hereto as Exhibit A ("Remote Access Agreement"). To the extent of any conflict between the provisions of this Agreement and the Remote Access Agreement agreed to by You at the time of provision of the Professional Services, the provisions of this Agreement shall control.

5. WARRANTY. The Professional Services shall be performed in a professional manner, consistent with industry standards. Webroot warrants that the Professional Services will be provided free from defects in performance, will conform to all specifications described in the Order Documentation, and will be fit and sufficient for the purposes expressed in, or reasonably inferred from this Agreement.

6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEBROOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXCLUDING DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OF WEBROOT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING $500.00. THIS SECTION 7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. GOVERNING LAW. For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court.

8. FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

9. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

10. GENERAL. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. The provisions of this Agreement that, by their sense and context, are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement. Webroot may provide You with notice of matters relating to this Agreement by sending You an email. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely assign or transfer its rights or obligations hereunder to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. No modifications or amendments shall be made to this Agreement unless in writing and signed by the parties. This Agreement and the Remote Access Agreement constitute the complete and exclusive statement of the mutual understanding between You and Webroot and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of this Agreement and the Remote Access Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Webroot for provision of the Professional Services, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.

EXHIBIT A

Remote Access Agreement

As used in this Agreement, "You" and "Your" refer to you as an individual and, if applicable, the company on behalf of which you are agreeing to the terms of this Remote Access Agreement ("Agreement"). If You are entering into this Agreement on behalf of a company, you represent and warrant that (i) you have the full corporate right, power, and authority to enter into this Agreement on behalf of the company, (ii) this Agreement has been duly authorized by such company, and (iii) this Agreement will constitute the legal, valid and binding obligation of such company, enforceable against such company in accordance with its terms.

You have requested that Webroot remotely connect to Your computer systems via the internet to assist with either (i) the uninstall, installation, configuration and/or implementation of certain Webroot products purchased by You, or (ii) the resolution of a computer system problem. Pursuant to the terms of this Agreement and any other documentation between You and Webroot, if applicable, Webroot hereby agrees to attempt to assist You by allowing a member of the Webroot support team to view Your desktop and share control of Your mouse and keyboard.

You expressly acknowledge that there is a possibility that Webroot's efforts to solve Your problems by remotely connecting to Your computer systems may result in damage to Your computer hardware, software and/or any related systems, including, without limitation, loss of data. Notwithstanding the possibility of such damage, You hereby expressly grant Webroot and its employees, contractors agents and representatives permission to connect to Your computer systems remotely, to record the screen activity during the remote assistance session, and to collect the personal information and/or information about Your computer system strictly in conformance with the Webroot privacy policy (which is available at http://www.webroot.com/au/en/company/about/privacy/).

You hereby waive and release any and all claims You may have or will ever have against Webroot and its employees, agents, affiliates, officers, and directors relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from Webroot remotely connecting to Your computer systems pursuant to this Agreement, as well as the recording of the sessions and collection of personal and/or computer system information, including, without limitation, loss of data and damage to Your computer hardware, software and/or any related systems.

You agree to defend, indemnify, save and hold harmless, Webroot and its officers, directors, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees arising from or in any way relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from Webroot remotely connecting to Your computer systems, recording the sessions, and/or collecting information as requested by You herein.

For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court.