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

As stated in the Quote, 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/ca/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/ca/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 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/ca/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/ca/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.