WEBROOT SOFTWARE, INC. ("WEBROOT") IS WILLING TO LICENSE THE ENCLOSED SOFTWARE (AS WELL AS UPDATES AND UPGRADES WEBROOT MAY MAKE AVAILABLE TO YOU FROM TIME TO TIME) AND DOCUMENTATION (THE "SOFTWARE") TO YOU ("YOU") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") AND PAY THE REQUIRED LICENSE FEES. IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE "COMPANY") AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE SOFTWARE FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WEBROOT IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE FOR ANY PURPOSE, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS. IN SUCH CASE, UPON REMOVAL, DESTRUCTION AND/OR RETURN OF THE SOFTWARE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED BY WEBROOT OR THE RETAILER FROM WHICH YOU PURCHASED THE SOFTWARE.
1. LICENSE. Subject to the terms and conditions of this Agreement, Webroot hereby grants You a limited, non-exclusive, personal license to install and use the Software, in machine-readable form only, solely for Your own personal or internal business use on a single computer in accordance with this Agreement and the instructions, specifications and documentation provided with the Software. You may make one (1) copy of the Software only for backup and archival purposes; provided, however, that You reproduce all copyright and other proprietary notices that are on the original copy of the Software.
2. 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 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. 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. You may not use the Software for the provision of any service for the benefit of any third party. You may transfer the limited license granted herein solely in connection with the transfer of the Software; provided, however, that You deliver all copies of the Software to the transferee, that You do not keep any copies of the Software or related materials, that the transferee is given a copy of this Agreement and acknowledges and agrees to be bound by its terms (such acknowledgement to be provided to Webroot), and that You provide to Webroot the recipient's contact information. Any attempt to transfer any of the rights, duties, or obligations hereunder not in accordance with the foregoing is null and void and without any force or effect.
3. LICENSE FEES. You are responsible for paying Webroot or the retailer from which you purchased the Software the specified fees and applicable taxes for the license of the Software.
4. OWNERSHIP. The Software is licensed, not sold, to You for Your use only under the terms of this Agreement, and Webroot reserves all rights not expressly granted to You. You own the media, if any, on which the Software is recorded, but Webroot retains ownership of all copies of the Software itself.
5. UPDATES/UPGRADES. From time to time, Webroot may make new releases, revisions or enhancements to the Software available to You free of charge ("Updates") or for a fee ("Upgrades"). To be notified of the availability of Updates and Upgrades, your original Software license must be recorded with Webroot either through product registration or by purchasing the Software license directly from Webroot through www.webroot.com. Updates and Upgrades may be licensed, downloaded, and installed only to the extent that You hold a valid license to use the Software being updated or upgraded, and You may use Updates and Upgrades only in accordance with the terms and conditions of this Agreement and any additional license terms that may accompany such Updates and Upgrades. If the Update or Upgrade affects a component of a package of software programs that you licensed as a single product, the Update or Upgrade may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. The assignment to the category of Update or Upgrade shall be at the sole discretion of Webroot.
6. SUPPORT. Webroot will provide You with consumer email or telephone support for the Software for as long as Your subscription is valid.
7. TRIAL. If the Software is being licensed on a trial basis, Your use of the Software is governed by the terms of this Agreement as modified by the terms of this Section. In the event of any conflict between the terms of the Agreement and this Section, the terms of this Section shall govern. You are granted a license to use the Software for evaluation purposes only. You agree to use the Software solely for such purposes, in accordance with the usage restrictions set forth in Section 2, for the designated evaluation period (the "Trial Period"). Upon expiration of the Trial Period, Your license to use the Software automatically expires and the Software's capabilities may become restricted. In addition, You agree to promptly destroy the Software and all copies thereof and, at Webroot's request, to supply written certification of such destruction. If You desire to continue to use the Software beyond the Trial Period, You may acquire a license for the applicable fee. Any attempt to circumvent any expiry date technology or other mechanism contained within the Software which is intended to limit your ability to use the Software to a specified period is a violation of this Agreement, and any attempt to do so shall constitute a material breach of this Agreement.
8. TERM/TERMINATION. The Agreement becomes effective when You agree to the terms and conditions of this Agreement by opening, installing, using, accessing, or manipulating the Software (the "Effective Date"), and this Agreement will terminate immediately upon notice to You if You materially breach any term or condition of this Agreement. 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.
9. WARRANTY DISCLAIMER. THE SOFTWARE IS 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. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WEBROOT, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.
10. 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, 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 THE LIABILITY OF WEBROOT EXCEED THE TOTAL AMOUNT RECEIVED BY WEBROOT FROM YOU UNDER THIS AGREEMENT.
11. YOUR ACKNOWLEDGMENTS. The Software is configured to automatically block, remove, and/or quarantine the installation of software that You may not want on your computer ("Potentially Unwanted Software"). Some computer users believe that Potentially Unwanted Software takes up unnecessary space and system resources, keeps a record of their computer activities, and/or subjects them to undesirable targeted advertising or promotions. On the other hand, some computer users may find benefit in having some of these programs installed on their systems. The Software was created to provide You with the ability to make the decision as to whether or not You want this Potentially Unwanted Software installed on Your computer.
THE CHOICE IS YOURS. IF YOU DO NOT WANT THE ABILITY TO REMOVE POTENTIALLY UNWANTED SOFTWARE FROM YOUR COMPUTER, DO NOT ACCEPT THIS LICENSE AND DO NOT INSTALL THE SOFTWARE.
If the Software finds Potentially Unwanted Software, the Software will ask You if You want to retain or remove the program(s). You understand that You have the ultimate choice whether the Software will remove or disable Potentially Unwanted Software and that You are solely responsible for selecting which Potentially Unwanted Software the Software removes or disables. You agree that Webroot is not be responsible for such removal or disabling or the consequences of such removal or disabling.
Removing or disabling the Potentially Unwanted Software may cause other software on Your computer ("Other Software") to stop working, and it may cause You to breach a license to use Other Software on Your computer if the Other Software installed the Potentially Unwanted Software on Your computer as a condition of Your use of the Other Software. You are advised to review the license agreements for Other Software before authorizing the removal of Potentially Unwanted Software. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE MAY REMOVE OR DISABLE OTHER PROGRAMS ON YOUR COMPUTER, INCLUDING SOFTWARE THAT MAY OR MAY NOT BE POTENTIALLY UNWANTED SOFTWARE.
Because new and/or modified Potentially Unwanted Software programs Webroot detects are regularly introduced, You should make sure You receive Updates to the Software. While Webroot uses reasonable efforts to properly identify Potentially Unwanted Software and regularly update its list of such programs, Webroot cannot and does not guarantee that its list is complete or accurate.
For more information regarding how to access and review Potentially Unwanted Software blocked or quarantined by the Software, and/or how to prevent such a program from being blocked or quarantined in the future, please visit the Help Desk following installation.
12. AUTHORITY AND INDEMNITY. If You have entered into this Agreement on behalf of (or to facilitate the use of the Software by) a Company of which You are an employee or agent, 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. 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 12.
13. U. S. GOVERNMENT END USERS. 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.
14. EXPORT LAW. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export, or import as may be required. 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 14.
15. HIGH RISK ACTIVITY. You acknowledge and agree that the Software 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, life support or emergency medical operations or uses, and that Webroot makes no warranty and shall have no liability arising from any use of the Software in any high risk or strict liability activities.
16. GENERAL. This Agreement will be governed by the laws of the State of Colorado in the United States of America, without regard to or application of any conflicts of law rules or principles. The federal and state courts for Denver or Boulder County, Colorado, USA shall have exclusive jurisdiction over any disputes, claims, or controversies arising out of or relating to this Agreement, and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim, or controversy. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 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. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between You and Webroot in relation to the subject matter of this Agreement.
If You have any questions regarding this Agreement or the Software, please contact the party that supplied the Software to You.
THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY.
UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
(c) Copyright 2003 - 2006 Webroot Software, Inc. All rights reserved. Webroot, Spy Sweeper, and the Webroot and Spy Sweeper icons are trademarks or registered trademarks of Webroot Software, Inc.
Included anti-virus Software (c) Copyright 2000 - 2006 Sophos Group. All rights reserved. Sophos and Sophos Anti-Virus are registered trademarks of Sophos Plc and Sophos Group.
All other trademarks, service marks, product names, and company names or logos are the property of their respective owners.
