📋 Software License Agreement

Last Updated: November 22, 2024

THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AND THE SECURITY WEB SOLUTIONS ORDERING DOCUMENT YOU EXECUTED OR AGREED TO, AND (WHERE APPLICABLE) ANY SECURITY WEB SOLUTIONS LICENSE KEY INFORMATION, IN EACH CASE GOVERNING YOUR LICENSE TO THE SOFTWARE (COLLECTIVELY, THE "PURCHASE RECEIPT") (THIS SOFTWARE LICENSE AGREEMENT AND THE PURCHASE RECEIPT COLLECTIVELY, THIS "AGREEMENT") ARE AN AGREEMENT BETWEEN YOU AND COMPANY AND GOVERN USE OF THE SOFTWARE UNLESS YOU AND COMPANY HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING USE OF THE SOFTWARE.

"COMPANY" OR "SECURITY WEB SOLUTIONS" MEANS SECURITY WEB SOLUTIONS LLC, A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE UNITED STATES.

Company is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking to accept where indicated below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. You represent and warrant that you have the authority to bind the company or other legal entity you represent to the terms of this Agreement, and, "you" and "your" will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then Company is unwilling to license the Software to you and you are prohibited from using it.

1. License

(a) Trial Licenses

If you have obtained a trial or evaluation version of the Software from Company or from a Company authorized reseller, then conditioned upon your compliance with the terms and conditions of this Agreement, Company grants you a non-exclusive and non-transferable license to Execute the Software solely in executable form or to access the SAAS Services as made available. The foregoing license permits Execution of only such number of copies of the Software or access to the SaaS Services, and on such number of devices (including mobile devices), computers or virtual machines ("Devices"), as is expressly permitted by Company with respect to your trial with each instance of an operating system on a partitioned or virtualized machine counted as a Device.

(b) Paid License

If you purchased a license to the Software from Company or from a Company authorized reseller, then upon payment of the associated fees, as and when such fees become due, and conditioned upon your compliance with the terms and conditions of this Agreement, Company grants you a non-exclusive and non-transferable license to Execute the number of copies of the Software for which you have paid solely in executable form on the corresponding number of Devices owned or used by you and access the SaaS Services as made available.

2. Restrictions

(a) Trial License

If you have a trial license, your license permits you to use the Software solely for evaluation purposes, and not for production use, in such event you may only use the trial Company Software downloaded via the business link to remediate up to five (5) Devices for a 30 day period.

(b) Paid License

If you have a paid license, your license permits you to use the Software solely for your internal business purposes. During each year of your licensed subscription you may transfer Software that has been Executed on a Device to a different Device, provided that the amount of Devices subject to transfer does not exceed 10% of your licensed Devices for such Software.

(c) All Licenses

Whether you have a trial, evaluation, or paid license: (i) you may make a reasonable number of copies of the Software for back-up or archival purposes; (ii) the Software may only be used by your employees and consultants, who have agreed to abide by the terms of this Agreement and who may only use the Software for the purposes of performing their job functions for you ("Authorized Users"); (iii) you are responsible for the use of the Software by your Authorized Users (and their compliance with this Agreement).

3. Ownership

Each copy of the Software is licensed, not sold. For purposes of this Agreement, the terms "purchase," "sell" and like terms refer to purchase or sale of a license to use the Software and not to a purchase or sale of title to or ownership of any rights or other interests in the Software. You own the media on which the Software is recorded, but you acknowledge and agree that Company retains ownership of the Software itself and any related data or databases used by Company or the Software (the "Database"), including all intellectual property rights therein.

4. Updates

From time to time, Company may, but has no obligation to, provide updates to the Software. You are advised to update the Software regularly, or to set it to update automatically if that feature is available in your version of the Software. If you are a paying customer with a current subscription purchased from Company or a Company authorized reseller, we will make available to you the standard updates and maintenance and support that we make generally available at no additional cost to paying subscribers from time to time.

5. Term

(a) Paid Subscription License Term

If you have purchased a license to the Software, then the initial term of this Agreement commences on the date specified in the Purchase Receipt or applicable purchasing documentation accompanying the Software, and continues for the period of time set forth in the Purchase Receipt or applicable purchasing documentation (or, if no such date is specified, for one year). Your subscription shall automatically renew unless you provide us with at least thirty (30) days' written notice prior to the renewal date.

(b) Trial License Term

If you have obtained a trial license to the Software, then your license will continue for such time period as may be specified by Company with respect to such trial (or, if no such period is specified, for 30 days). In addition, Company may terminate your trial license at any time at its sole discretion.

(c) Termination Rights

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and such breach remains uncured after thirty (30) days' written notice of such breach. Furthermore, the license granted under this Agreement will automatically terminate, with or without notice from Company, if you breach any term of this Agreement.

6. Payment Terms

The price payable by you is the price stated in the Purchase Receipt or applicable purchasing documentation. Our prices are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). All invoices are payable within 30 days of the invoice date unless specified differently in the invoice or purchasing documentation. You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to us.

7. Privacy and Data Protection

Where Company acts as a "controller", "business", or otherwise determines the purpose and the means for processing personal data, Company may process personal data in accordance with Company's privacy policy. You agree that Company may track certain data it obtains from your Device, including data about any malicious software, exploits or other threats flagged by the Software, data about your license, data about what version of the Software you are using and data concerning your geographic location. This information is collected and used for the purpose of tracking malicious software, exploits and other threats, evaluating and improving Company's products and services.

8. Limited Warranty; Disclaimer

Provided that you purchased the Software from Company or a Company authorized reseller, Company warrants that any physical media manufactured by Company on which the Software is distributed will be free from defects for a period of 60 days from the date of delivery of the Software to you. Your sole and exclusive remedy, and Company’ sole liability, in the event of a breach of the foregoing warranty will be that Company will, at its option, replace any defective media returned to Company within the warranty period or refund the money you paid for the Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8 IS EXCLUSIVE AND LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED; AND (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INDEMNITIES, OBLIGATIONS, AND OTHER LIABILITIES IN CONNECTION WITH ANY INTEGRATION WITH THE SOFTWARE. Company does not warrant that the Software will meet your requirements, that the Software will operate in the combinations, on the operating system or in the environments that you may select for Execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. Company specifically disclaims any warranty or representation as to the Software’s ability to eliminate any specific malware threats or the completeness of the Database or protection modules. You are solely responsible for the data, software and other content carried on your Devices and for backing-up your data, software and other content.

9. Limitation of Liability

COMPANY'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AMOUNTS PAID TO COMPANY BY YOU FOR THE APPLICABLE SOFTWARE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10. U.S. Government End Users

The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then the U.S. Government's rights in the Software will be only those specified in this Agreement.

11. Export Laws

You agree to comply fully with all U.S. and other applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

12. Feedback; Marketing

If you provide any ideas, suggestions, or recommendations regarding the Software or the Database ("Feedback"), Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. You grant Company the right to use your trade name (and the corresponding trademark or logo) on the Company website and marketing materials to identify you as a customer.

13. General

The laws of the United States of America, excluding conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement. All claims arising out of or relating to this Agreement will be litigated exclusively in the federal or state courts having jurisdiction, and you and Company consent to personal jurisdiction in those courts.

You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Company's prior written consent. Company may assign or transfer this Agreement to any of its affiliates without notice to you. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.

14. Audit Rights

During the term of this Agreement and for one (1) year thereafter, you will permit Company, or its duly authorized representatives, on reasonable prior notice, to audit your systems and access your account(s) associated with the Software and/or SaaS Services, with respect to all matters related to: (A) the number and type of Devices utilizing the Software and/or SaaS Services, or (B) your compliance with its obligations under this Agreement.

In the event the audit identifies that you are using the Software and/or SaaS Services with a greater number of Devices than the number and type you have ordered and paid for (each referred to as a “Prohibited Device”), then you shall be liable for and pay as liquidated damages an amount equal to (as calculated based on Company’ then current list prices): the fees for the Software license and/or SaaS Services for each Prohibited Devices plus any related support services for a term equal to the greater of: (i) the period of time the Prohibited Devices began using the Software and/or SaaS Services, or (ii) twelve (12) months. Additionally, Customer shall be liable for the total reasonable costs of the audit where any Prohibited Devices are discovered. Where the audit confirms that you are in compliance with its obligations under this Agreement, Company shall bear the total costs it incurred associated with the audit.