Webroot® System Analyzer License Agreement
THIS LICENSE 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 OR THE COMPANY ON BEHALF OF WHICH YOU ARE USING (OR FACILITATING USE OF) THE SOFTWARE AS AN EMPLOYEE OR AGENT ("COMPANY"). IF YOU ARE AN EMPLOYEE OR AGENT OF THE COMPANY AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE SOFTWARE FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, 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 "ACCEPT" OR USING OR INSTALLING THE SOFTWARE, 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 SOFTWARE FOR ANY PURPOSE, AND YOU SHOULD CLICK "DECLINE" AND NOT INSTALL THE SOFTWARE.
- DEFINITIONS. "Software" means the software product that (i) collects certain system information about your Device (as defined below), including but not limited to, hardware versions/status, software information, running processes, and existing malware, which is stored locally in a log file for use by You, and (ii) runs a malware scan. "Online Services" means certain services, features and/or functionality, including malware scans, made available to You through Your use of the Software.
- LICENSE. Subject to the terms and conditions of this Agreement, Webroot hereby grants You a limited, non-exclusive, personal license to (i) use the Software, in machine-readable form only, and (ii) use the Online Services, solely for Your own personal or internal business use on the number of devices permitted by Webroot (each, a "Device") in accordance with this Agreement and the instructions, specifications, and explanatory materials, if any, whether in printed, electronic, or online form, related to the Software and Online Services ("Documentation").
- RESTRICTIONS. You may not use or copy the Software, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not modify, reproduce, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer (except as expressly provided herein) the Software or any portion thereof. You may not circumvent mechanisms in the Software intended to limit Your use, reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law. The Software contains trade secrets, trademarks, patents, and copyrights owned by Webroot and others. You shall not allow any access to or use of the Software by anyone other than You or Your employees or agents, and any such use must be consistent with the terms, conditions, and restrictions set forth in this Agreement.
- OWNERSHIP. Webroot and its licensors have and retain all right, title and interest in the Software, including without limitation the Software and any modifications to or derivative works of any of the Software (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.
- UPDATES/UPGRADES. This Agreement and the license granted hereby are limited to the version of the Software delivered by Webroot and do not include updates or upgrades.
- NO SUPPORT. Webroot is not obligated to correct any bugs, defects, or errors in the Software or otherwise support or maintain the Software.
- SOFTWARE CHANGES. Webroot reserves the right at any time, and without notice to You, to discontinue or not to release the Software and to alter the features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Software.
- YOUR CONNECTION. Each Device requires an active internet connection in order for the Software to access the Online Services. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN INTERNET CONNECTION FOR ANY DEVICE THAT YOU USE WITH THE SOFTWARE, AND WEBROOT TAKES NO RESPONSIBILITY OR LIABILITY FOR THE FOREGOING. YOU ACKNOWLEDGE THAT THE ONLINE SERVICES THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS MAY BE SUBJECT TO YOUR SERVICE PROVIDER’S DOWNTIME FROM TIME TO TIME FOR PURPOSES OF MAINTENANCE, REPAIR OR UPGRADE.
- TERM/TERMINATION. The Agreement becomes effective when You agree to the terms and conditions of this Agreement by clicking on the "Accept" button below or by opening, installing, using, accessing, or manipulating the Software (the "Effective Date") and will continue until terminated by either party in accordance with this section. You may terminate this Agreement at any time be uninstalling the Software and destroying all copies of the Software in your possession or control. Webroot may terminate this Agreement at any time for any reason or no reason. Notice of Webroot’s termination will not be required in order for such termination to be effective. This Agreement will terminate automatically if You fail to comply with its terms and conditions. You agree upon termination to promptly destroy the Software and all copies thereof and, at Webroot’s request, to supply written certification of such destruction.
- WARRANTY DISCLAIMER. THE SOFTWARE AND ONLINE SERVICES ARE PROVIDED TO YOU "AS IS" AND WEBROOT AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, 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 SOFTWARE OR ONLINE SERVICES WILL BE ERROR FREE OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WEBROOT, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF ANY WARRANTY OR CREATE ANY NEW WARRANTY. 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 SHORTEST PERIOD OF TIME REQUIRED BY LAW.
- LIMITATION OF REMEDIES. IN NO EVENT WILL WEBROOT, ITS DISTRIBUTORS OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF WEBROOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL WEBROOT’S LIABILITY EXCEED TEN US DOLLARS (USD $10.00).
- U. S. GOVERNMENT END USERS. For US government end-users only, the Software is a "commercial item" as that term is 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.
- EXPORT LAW. The Software and related technology 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 strictly comply 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 hereby agree to indemnify and hold Webroot harmless from any and all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees) arising from any breach of this Section.
- HIGH RISK ACTIVITY. You acknowledge and agree that the Software and Online Services are 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 shall have no liability arising from, any use of the Software or Online Services in connection with any high risk or strict liability activity.
- FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement 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.
- OPEN SOURCE SOFTWARE. The Software 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 for 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 provision governing access to source code, modification or reverse engineering.
- GENERAL. 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. If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. 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 waiver 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 any and all prior or contemporaneous agreements, understandings, proposals, and communications, whether oral or written, between You and Webroot in relation to the subject matter of this Agreement.
THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
©2012 Webroot Inc. All rights reserved.