End-User License Agreement
1. LICENSE GRANT / TERM
The software, content, new releases, updates, enhancements, any related services ("Software") and any documentation ("Documentation") (collectively "Product") of and provided by eVirusFix which came with this License are the sole property of eVirusFix and its licensors.
1(a). License Grant – General
Subject to your compliance with the terms and conditions of this License, eVirusFix hereby grants to you the limited non – exclusive, non-transferable (except as expressly set forth herein) license to use the Product, in object code form only, solely for (a) your internal personal use, or (b) for Products purchased for business (non-consumer) use solely in support of your internal business operations and the internal business operations of your affiliated entities, and solely in the quantities and at the Use Levels described in this License and the applicable License Certificate. For purposes of this License, "Use Level" means the license use meter or model (which may include number of users, number of computers, operating system, hardware system, application or machine tier limitations, if applicable) by which eVirusFix measures, prices and licenses the right to use the Software, in effect at the time an order is placed for such Software, as indicated in this License and the applicable License Certificate. A "License Certificate" shall mean one or more of the following applicable documents utilized by eVirusFix which further defines your license rights to the Software: a eVirusFix invoice, license key, license certificate or a similar license document issued by eVirusFix or any of its authorized distributors, resellers or retailers that accompanies, precedes or follows this License and which specifies the applicable Software being licensed by you, the term of your license, and any applicable Use Levels.
1(b). License Grant – General
In addition to the terms and conditions set forth above in Section 1(a) and subject to your compliance with the terms and conditions of this License, Products purchased and licensed under a Home Site License (as reflected on your License Certificate) may be installed upon a maximum number of ten (10) personal computers.
1(c). License Term
You may use the Software during your applicable License term. For purposes of the foregoing, your License term shall mean the following:
i. For Software purchased for business use on a perpetual license basis (i.e. non-consumer/non-home use) your license shall commence on the date that eVirusFix either delivers to you the license key for the Software (where you have purchased directly from eVirusFix) or the date that eVirusFix has delivered the license key for the Software to its authorized distributor, reseller or retailer (where you have purchased the Software from a eVirusFix authorized distributor, reseller or retailer) and shall thereafter continue in effect on a perpetual basis (unless otherwise indicated on your License Certificate or unless otherwise terminated in accordance with this License).
ii. For Software purchased on a licensed term/subscription basis for business use (i.e., non-consumer/non-home use), your license shall commence on the date that eVirusFix either delivers to you the license key for the Software (where you have purchased directly from eVirusFix) or the date that eVirusFix has delivered the license key for the Software to its authorized distributor, reseller or retailer (where you have purchased the Software from a eVirusFix authorized distributor, reseller or retailer) and shall thereafter continue in effect until the expiration of the agreed license subscription term (unless otherwise indicated on your License Certificate or unless otherwise terminated in accordance with this License). Upon the expiration of the subscription term, you will promptly cease using the Software and destroy all copies resident on your computers or computer equipment and peripheral devices.
iii. For Software purchased for consumer / home use directly from eVirusFix on the www.vipreantivirus.com website, www.evirusfix.com website or from eVirusFix sales personnel, your License subscription shall commence on the date that eVirusFix delivers to you the license key for the Software and shall thereafter continue in effect until the earlier of (i) the expiration of the applicable term that you purchased (as indicated on your License Certificate), (ii) the expiration of your Support period, or (iii) your breach of any of the terms or conditions of this License. For Software purchased for consumer / home use from a eVirusFix authorized distributor, reseller or retailer, your license subscription shall commence on the date that you register the Software by activating the license key for the Software and shall thereafter continue in effect until the earlier of (i) the expiration of the applicable term that you purchased (as indicated on your License Certificate), (ii) the expiration of your Support period or (iii) your breach of any of the terms or conditions of this License.
Upon the termination or expiration of your license, you will have no further right to access or use the Software. For the sake of clarity, all licenses purchased by consumers for home use shall be term licenses for the term set forth on the applicable License Certificate.
2. CONTENT UPDATES; TECHNOLOGICAL PROTECTION MEASURES
Some Products require, for optimum use and eVirusFix, in its sole discretion, may provide to you in a number of formats (feeds, definition files etc.), content that is automatically, synchronized or updated from time to time with eVirusFix's servers or systems, which may relate to anti-virus, anti-spamming or anti-phishing activities ("Content"). Such Content may be provided for a limited time so long as you have purchased a valid eVirusFix Support offering from eVirusFix (as indicated on your License Certificate) that consists of Content and Content updates. The Products may also contain technological protection measures, for instance a license key or code, which prevents unlimited copying, or limit time of use or functionality in accordance with the type of license and Use Levels that you purchase ("TPM"). You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorized removal or circumvention of such TPM. You further acknowledge and consent that the Product will automatically contact eVirusFix to receive Content and, in addition, if and when any of the following events occur: (i) the Product is successfully installed by you; (ii) you fail to install the Product successfully; (iii) the Product has been successfully configured; (iv) there are changes to the Product's license key or TPM; and / or (v) the Product is uninstalled. eVirusFix has offices worldwide and you acknowledge and consent that any data collected may be sent to any eVirusFix office or affiliate for processing, including locations outside of the USA and European Union.
3. SUPPORT / PC LIFETIME SERVICE POLICY
3(a). Support – Generally
If you have a valid Product support contract (as indicated on the applicable License Certificate) with eVirusFix and are current with payments thereunder, eVirusFix will provide you with the support described in this Section ("Support"). In eVirusFix's sole determination, in order to help you locate and, on your own, correct problems with the Software, Support may consist of: (i) live chat; (ii) telephone or electronic support; and / or (iii) supplying extensions, enhancements or other changes that eVirusFix makes or adds to the Software and which is made publicly available, without additional charge, to other licensees of the Software that are enrolled in eVirusFix's Support.
3(b). PC Lifetime Service Policy
If your purchase includes eVirusFix's PC Lifetime Service Policy ("Lifetime Service"), as indicated on your License Certificate, eVirusFix agrees to provide you with related Content updates for the Software for download at no additional charge for as long as you own the original computer upon which you originally installed the agent or client Software ("Original Computer"). Notwithstanding the foregoing, if your Original Computer is damaged, or if you experience a hard drive failure resulting in having to rebuild or restore the Original Computer, eVirusFix agrees to provide to you a one-time reinstall of the Software so as to continue the Lifetime Service. LIFETIME SERVICE IS SUBJECT TO THE FOLLOWING RESTRICTIONS AND LIMITATIONS: in addition to the terms of this License: (a) Lifetime Service is not transferable to a new (or used) or different computer if, for any reason, you purchase a new computer; however, you may purchase from eVirusFix an additional copy of the Software, or the equivalent product available at that time, for a fee; and (b) Lifetime Service is not transferable to another user if your Original Computer is sold or transferred to another user, if components are rebuilt into a new computer, or if the Software is transferred as maybe otherwise provided herein.
4. LICENSE RESTRICTIONS
Except as otherwise expressly provided in this License, you shall have no right, and you or any third party you may direct or control specifically agree not to:
i. Rent, lease, transfer, assign or sublicense your license rights to any other person, or entity and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void;
ii. Make error corrections to or otherwise modify or adapt the Product or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of Product, or of any files contained or generated using Product by any means whatsoever, or otherwise reduce the Product to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction (in the event that your jurisdiction allows the foregoing, eVirusFix shall (a) have the option of providing you with the necessary Product information to make the Software interoperable, to which eVirusFix may stipulate reasonable conditions of use as well as a reasonable fee for the provision of such information and only to the extent that such information is used only for the purpose of achieving inter-operability of the Software with another software program; (b) is not disclosed or communicated without the eVirusFix's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (c) is not used to create any software which is substantially similar to the Software);
iii. Remove, modify, or adapt any copyright or other intellectual property notice of eVirusFix or its licensors from the Product;
iv. Use or permit the Product to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of eVirusFix;
v. Make copies of the Software provided that you may make one copy of the Software for back up or archival purposes, provided you agree not to grant access to such backup Software to any other individual or business entity;
vi. Unbundle the Product into its component parts as it is provided to you as a single product; and / or
vii. Use the Product in any manner not expressly authorized herein.
5. TRIAL, EVALUATION, FREEWARE
The Software and any Hardware may be made available to you on the terms of this License in furtherance of internal evaluation purposes for up to thirty (30) days, at no cost (if and to the extent reflected on your License Certificate). You may evaluate the Product only to determine whether to license the Product. You may only evaluate a Product once. At the end of the evaluation period, your right to use the Product and this License (excluding the provisions intended to survive) will terminate and you must either: (i) purchase an additional 'full' License, or (ii) cease all use of such Product. Your use of the Product during an evaluation period or for any Product that is offered as freeware shall be without warranty of any kind, is provided solely "AS IS" and subject to the Confidentiality conditions below, and eVirusFix has no duty to provide Support to you during your use of the Product during any evaluation period.
6. BETA TESTING
Beta versions of Product or hardware may be provided to you without warranty of any kind, "AS IS" and subject to the confidentiality conditions below. Such provision is done only for the purpose of assisting eVirusFix with testing functionality or compatibility and on the express condition that you provide eVirusFix with truthful, accurate, and complete feedback, comments, and analysis in whatever format you may wish, or are directed by, eVirusFix to provide the same to eVirusFix ("Contribution"). You expressly acknowledge that your participation in any beta testing is undertaken by you on a volunteer basis and that you shall have no right in the beta Product or hardware or Contribution, whether in original form (as provided by you) or in respect of any derivative work (whether or not based upon, in whole or in part, on any participation or feedback you may make). Notwithstanding the foregoing, you agree to grant to eVirusFix a royalty – free, perpetual, worldwide, transferable right and license to commercially use, exploit, and sub-license in eVirusFix's sole discretion, any and all Contribution.
The Product includes significant elements, including its organization, algorithms, and logic, which eVirusFix has maintained as confidential information and is a trade secret of and proprietary to eVirusFix, its suppliers, or licensors including but not limited to the specific internal design and structure of individual programs and associated interface information. You shall maintain the Product in confidence and prevent disclosure of the Product using a reasonable degree of care. You shall not disclose the confidential aspects of the Product, or part thereof, to anyone for any purpose. The Product is protected by U.S, E.U and international patent, copyright or other international laws and treaties.
8. RESERVATION OF RIGHTS
You acknowledge that all intellectual property rights in the Product and any hardware supplied by eVirusFix throughout the world, belong to eVirusFix and its licensors, that rights in the Product are licensed (not sold) to you, and that you have no rights or title in, or to, the Product other than the limited right to use it in accordance with the terms of this License. eVirusFix and its licensors retain ownership of all copies of the Software and Documentation and reserves all rights not expressly granted to you under this License.
You agree to pay eVirusFix all fees and other amounts set forth on your applicable License Certificate in accordance with the payment terms set forth thereon. Fees do not include sales, use, value added or other taxes (including applicable withholding taxes), all of which shall be borne by you. Accordingly, you shall pay or (if paid by eVirusFix) reimburse eVirusFix for all such taxes based on this License or any fees payable hereunder (but not any taxes based upon eVirusFix's revenues or income), together with any interest on such taxes if not due to eVirusFix's delay.
10. THIRD PARTY; OPEN SOURCE SOFTWARE
Part of the Software may incorporate and consist of (i) proprietary software and / or (ii) third party open source software ("Open Source"), which you may use under the terms and conditions of the specific license under which the Open Source software is distributed. You agree that you will be bound by any and all such Open Source license agreements. Title to Open Source software remains with the applicable licensor(s). Any Open Source provided with or contained in the Product is provided "AS IS" and without any warranty of any kind.
Without prejudice to any other rights or remedies available to eVirusFix, eVirusFix may immediately terminate (wholly or partly) this License and your right to use the Product: (i) upon the expiration of the term of your license, (ii) upon expiration of any applicable Support period, or (iii) if you do not abide by the terms of this License or otherwise breach any of your obligations hereunder. Termination may include ceasing the provision by eVirusFix of Content Updates and / or Support to you. Upon termination, you must cease all use of the Product, destroy all copies of the Product and all of its component parts, or, at eVirusFix's request, return such copies and parts to eVirusFix.
The obligations relating to PC Lifetime Service Policy, Home Site License, License Restrictions, Beta Product, Reservation of Rights, Termination, Survival, Data Protection, Confidentiality, Indemnification, Disclaimer, Limitation of Liability, Consumer Rights; Death & Personal Injury, Export Control, Equitable Relief, General, Entire Agreement and Governing Law and Jurisdiction shall survive any termination of this License and whether or not you agreed to the terms of this License.
13. PRIVACY - CONSENT TO USE OF DATA
14. DATA PROTECTION
Each party shall comply with its respective obligations under applicable data protection laws ("DPL"). Neither party shall do any act that puts the other party in breach of its obligations as per this Section nor shall anything in this License be deemed to prevent any party from taking the steps it reasonably deems necessary to comply with DPL. You agree that during the course of this license: (i) you alone shall determine the purposes for which and the manner in which personal data are, or will be, processed; (ii) you are the data controller in respect of all personal data processed; and (iii) you have obtained consent from the data subject to send their personal data to eVirusFix. eVirusFix agrees that it is the data processor in respect of the personal data processed during the course of this License. You warrant and undertake that any instructions given by you to eVirusFix will at all times be in accordance with the requirements of DPL. You shall fully indemnify eVirusFix against any loss, liability, and costs incurred by eVirusFix as a result of any breach of DPL by you.
You agree to indemnify, defend, and hold eVirusFix, its parent, subsidiaries, and affiliate organizations and their respective officers, agents and employees, harmless from and against any and all claims, losses, demands, damages, obligations, penalties and costs (including reasonable attorneys' fees) attributable to or arising out of your breach of any provision of this License, your use of the Product, your negligent or wrongful acts, and/or your violation of any applicable laws.
16. LIMITED WARRANTY
Different countries have different consumer (someone who uses the Products or hardware outside of their business or trade) laws and regulations depending upon your country of purchase or residence. These different statutory consumer laws may provide alternative remedies than that provided hereunder. The protection provided under this warranty is in addition to such statutory consumer laws and this warranty is not intended to limit or exclude your consumer statutory rights as it relates to non-conformity of a sales contract.
eVirusFix warrants that the media upon which any Software is distributed will be free from material defects for a period of ninety (90) days from the date of original purchase by you of the Software. No warranty is provided to you after this period. Any supplements or updates to the Software, including without limitation, any (if any) service packs, patches or fixes provided to you after the expiration of the ninety-day limited warranty period are not covered by any warranty or condition, neither express, implied nor statutory and are provided 'AS IS'. The foregoing warranty is personal to you and cannot be transferred.
Please refer to the applicable limited warranty, which was supplied to you at the time of original purchase of the hardware. In the absence of any applicable hardware limited warranty, these terms apply: eVirusFix's limited warranty covers hardware as against material defects in materials and workmanship under normal use from the date of purchase of the original hardware to the date set out in the applicable hardware limited warranty. Any warranty is personal to you and cannot be transferred.
If Software media or a hardware defect arises and you have a valid claim, eVirusFix at its option may: (1) repair the defect at no cost to you, using new or refurbished parts that are equivalent to new in performance and reliability, or (2) exchange the Software media or hardware with Software media or hardware that is new or refurbished (that is equivalent to new in performance and reliability), which is at least functionality equivalent to the original Software media or hardware, or (3) refund the purchase price of the original Software media or hardware subject to your provision of a valid receipt of purchase.
The warranties set out above do not apply to damage: (1) to consumable parts i.e. batteries, cosmetic, (2) caused by non eVirusFix product, or (3) caused by your failure to follow eVirusFix's instructions whether such instructions are given to you orally or are contained in any eVirusFix documentation, whether printed or online, (4) by non – normal use, fire, abuse or misuse, or use outside of the Products' permitted uses, or (5) by non-eVirusFix service or repairs (except where eVirusFix has instructed you in writing to undertake a user installation and you adhere to all of eVirusFix's instructions), or (6) where the Product's or hardware's serial number or other unique identifier is removed or defaced.
You will receive the remedy elected by eVirusFix without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the hardware or Software media to eVirusFix, handing and re-stocking fees of 15%). This Limited Warranty is void if failure of the Software media or hardware has resulted from accident, abuse, misapplication, abnormal use, a virus, or use after an upgrade was made available to you. Any replacement hardware or Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
17. DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, the warranties set forth in Section 16 are your exclusive warranties and are in lieu of all other warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of intellectual property rights. Accordingly, to the maximum extent permitted by law and except as otherwise provided herein, the Product, Content, Content updates, hardware and Support are provided on a "as is" and 'where is' basis and without warranty. eVirusFix makes no warranties or representations that the Product, Content, Content updates, hardware, or Support will meet your requirements or that operation or use of the Product, Content, Content updates, or Support will be uninterrupted or error-free. You may have other warranty rights, which may vary from state to state and country to country.
18. HIGH RISK DISCLAIMER
The Products, hardware, Content and Content Updates are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of the Products, Services, or hardware could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"). eVirusFix expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
19. LIMITATION OF LIABILITY
Some states and countries do not permit the limitation of liability, so to the maximum extent permitted by law, in no event shall eVirusFix, its affiliates, subsidiaries, or licensors be liable for any special, incidental, indirect, or consequential damages whatsoever (including without limitation for any damages for loss of profits, loss or corruption of confidential or other information, business interruption, loss of privacy, failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, Documentation, hardware, Content, Content updates or the provision of or failure to provide Support, or otherwise under or in connection with any provision of this license, whether arising under any theory of law, by eVirusFix or any of its affiliates, subsidiaries or suppliers, and even if eVirusFix or any of its affiliates, subsidiaries or suppliers had been advised of the possibility of such damages.
Notwithstanding the foregoing, the maximum liability that eVirusFix shall incur hereunder shall be limited to the actual price paid by you for the applicable product or hardware.
20. CONSUMER RIGHTS; DEATH & PERSONAL INJURY
Nothing contained within Sections 17, 18, and 19 above is intended to limit your rights in respect to actions relating to (i) death, or (ii) personal injury, or (iii) consumer statutory rights, including your consumer statutory rights as it relates to non-conformity of a sales contract.
21. EXPORT CONTROLS
You agree that the Product will not be shipped, transferred or exported into any country or to anyone: (i) which the EU, U.S or UN has embargoed goods; or (ii) where the national legislation of the relevant EU Member State has embargoed goods; or (iii) listed in any enacted Common Position on restrictive measures imposed by the EU; or (iv) on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Product, you represent that you are not located in, under the control of, or a national or resident of any such country or on any such list and you take full and sole responsibility for such use.
22. U.S. GOVERNMENT RIGHTS
If you are obtaining Software on behalf of any part of the United States Government, the Software shall be deemed "Commercial Software" and "Commercial Computer Software Documentation", respectively, pursuant to DFAR Section 227.7202 and FAR 12.212 and 52.227-19, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software shall be governed solely by the terms of this License and shall be prohibited except to the extent expressly permitted by the terms of this License.
23. EQUITABLE RELIEF
The parties agree that irreparable damage would occur if any provision of this License were not performed by you in accordance with the terms hereof and that eVirusFix shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which eVirusFix is entitled at law or in equity.
This License may not be assigned by you. Any purported assignment by you will be null and void. This License may not be amended by you, but eVirusFix may amend the License from time to time and shall post any amended License on its website at www.evirusfix.com and you shall be deemed to have accepted the terms of any amended License thereafter. The remedies of the parties set forth herein are cumulative and will not exclude any other remedies to which the party may be lawfully entitled. In case any one or more of the provisions contained in this License shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this License but this License shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein and such provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. This License is for the sole benefit of eVirusFix and you and nothing herein, express or implied, is intended to or shall confer upon any other third person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this License.
25. ENTIRE AGREEMENT
This License including your License Certificate (as each may be amended by time to time) is the entire agreement between you and eVirusFix relating to the Product and Support and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product and Support. This License prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement, or confirmation or other document issued by you, even if signed and returned by eVirusFix. To the extent the terms of any eVirusFix Terms of Sale, policies, or programs conflict with the terms of this License, the terms of this License shall prevail and control.
26. GOVERNING LAW & JURISDICTION
This License shall be governed by, subject to and construed in accordance with the laws of the State of Florida, USA, excluding its conflict of law's provisions and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in Florida and the parties waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this License, the Product, Support, or any other transactions contemplated hereby and the Uniform Commercial Code is hereby excluded.
All notices must be in writing and shall be mailed by registered or certified mail or sent via email to email@example.com (effective on the third day following the date of mailing, with evidence of effective transmission and receipt). All notices must be addressed to eVirusFix Legal Department c/o: CFO. For purposes of service and notices, the address for contact is eVirusFix Inc., 911 Central Ave. Suite 162, Albany, NY 12206 with a copy sent via email to: firstname.lastname@example.org
You acknowledge that you have read this License and understand it and that by clicking 'I Agree' or downloading, or otherwise using the Software you agree to be bound by its terms and conditions. You further agree that this License is the complete and exclusive statement of the rights and liabilities of the parties with respect to the subject matter hereof.
©2015 eVirusFix, Inc. eVirusFix®, eVirusFix®, and VIPRE® are trademarks or registered trademarks of eVirusFix in the United States, European Union, and other countries.
All other trademarks are the property of their respective owners. All rights reserved.
REVISED NOVEMBER 2015