Bullguard End User Licence Agreement
READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY CLICKING THE "I ACCEPT" BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED HEREIN, YOU (AS CUSTOMER OR IF YOU ARE NOT THE CUSTOMER, AS A REPRESENTATIVE/AGENT AUTHORIZED TO BIND THE CUSTOMER) CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED HEREIN, THEN (A) DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND (B) YOU MAY CONTACT BULLGUARD REGARDING LICENSE TERMS.
1. The Parties. The parties to this Agreement are (i) BullGuard Limited (hereinafter "BullGuard"), and (ii) the person or organization that originally purchased from BullGuard or an authorized BullGuard reseller the applicable license(s) for use of the Software ("Customer") (collectively, the "Parties").
2. The Software. In this Agreement, "Software" means the program modules and features of the BullGuard or BullGuard-supplied software, for which Customer has paid the applicable license or subscription fees to BullGuard or an authorized BullGuard reseller. "Software" also includes anti-virus signatures, updates, upgrades and new releases of such software.
3. License Grant. Subject to payment of the applicable fees and the limitations and restrictions set forth herein, BullGuard grants to Customer a non-exclusive and non-transferable license, without right to sublicense, to use the Software, in executable form only, subject to the following use restrictions:
a. During the term of your subscription license, subject to the payment of the applicable fees and your compliance with the terms hereof, this Agreement permits you to use the specified version of the Software, for internal purposes only on the number of devices for which you have a license. The Software is "in use" on a device when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that device. We reserve all rights not expressly granted herein
b. For any trial copy of the Software, Customer's right to use the Software expires at the end of the trial period. Customer may operate the Software after the trial period only if Customer pays for a license to do so. Customer may not extend or create an additional trial period by re-installing the Software after an initial trial period.
The foregoing license is not transferable or assignable by Customer. No license is granted herein to any user who did not originally purchase the applicable license(s) for the Software from BullGuard or an authorized BullGuard reseller.
4. Use Prohibitions. Notwithstanding the foregoing, the license provided herein does not permit the Customer to, and Customer agrees not to and shall not: (a) modify, unbundle, reverse engineer, or create derivative works based on the Software; (b) make unauthorized copies of the Software (except as necessary for backup purposes); (c) rent, sell, transfer, or grant any rights in and to any copy of the Software, in any form, to any third party; (d) remove any proprietary notices, labels, or marks on or in any copy of the Software or any product in which the Software is embedded; (e) distribute any copy of the Software to any third party, including as may be embedded in BullGuard equipment sold in the secondhand market; (f) use any 'locked' or key-restricted feature, function, service, application, operation, or capability without first purchasing the applicable license(s) and obtaining a valid key from BullGuard, even if such feature, function, service, application, operation, or capability is enabled without a key; (g) distribute any key for the Software provided by BullGuard to any third party; (h) use the Software in any manner that extends or is broader than the uses purchased by Customer from BullGuard or an authorized BullGuard reseller; (i) disclose the results of testing or benchmarking of the Software to any third party without the prior written consent of BullGuard; or (j) use the Software in any manner other than as expressly provided herein.
5. Confidentiality. The Parties agree that aspects of the Software and associated documentation are the confidential property of BullGuard. As such, Customer shall exercise all reasonable commercial efforts to maintain the Software and associated documentation in confidence, which at a minimum includes restricting access to the Software to Customer employees and contractors having a need to use the Software for Customer's internal business purposes.
6. Ownership. BullGuard and BullGuard's licensors, respectively, retain ownership of all right, title, and interest (including copyright) in and to the Software, associated documentation, and all copies of the Software. Nothing in this Agreement constitutes a transfer or conveyance of any right, title, or interest in the Software or associated documentation, or a sale of the Software, associated documentation, or copies of the Software.
7. Warranty, Limitation of Liability, Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, THE TURN OF THE MILLENNIUM, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. NOTHING IN THIS AGREEMENT SHALL GIVE RISE TO ANY OBLIGATION TO SUPPORT THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BULLGUARD SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, THE SOFTWARE, OR ANY BULLGUARD OR BULLGUARD-SUPPLIED SOFTWARE. IN NO EVENT SHALL BULLGUARD BE LIABLE FOR DAMAGES ARISING FROM UNAUTHORIZED OR IMPROPER USE OF ANY BULLGUARD OR BULLGUARD-SUPPLIED SOFTWARE. In no event shall BullGuard's or its suppliers' or licensors' liability to Customer, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed the price paid by Customer for the Software that gave rise to the claim, or if the Software is embedded in another BullGuard product, the price paid by Customer for such other product. Customer acknowledges and agrees that BullGuard has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.
8. Termination. Any breach of this Agreement or failure by Customer to pay any applicable fees due shall result in automatic termination of the license granted herein. Upon such termination, Customer shall destroy or return to BullGuard all copies of the Software and related documentation in Customer's possession or control. Upon termination, Customer shall have no access to backup files and BullGuard will delete any backup files.
9. Taxes. All license fees payable under this agreement are inclusive of VAT where applicable. Customer shall be responsible for paying any other Taxes arising from the purchase of the license, or importation or use of the Software
10.Export. Customer agrees to comply with all applicable export laws and restrictions and regulations of any United States and any applicable foreign agency or authority, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. Customer shall be liable for any such violations. The version of the Software supplied to Customer may contain encryption or other capabilities restricting Customer's ability to export the Software without an export license.
11.Commercial Computer Software. The Software is "commercial computer software" and is provided with restricted rights. Use, duplication, or disclosure by the United States government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7201 through 227.7202-4, FAR 12.212, FAR 27.405(b)(2), FAR 52.227-19, or FAR 52.227-14(ALT III) as applicable.
12.Interface Information. To the extent required by applicable law, and at Customer's written request, BullGuard shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which BullGuard makes such information available.
13.Third Party Software. Any licensor of BullGuard whose software is embedded in the Software and any supplier of BullGuard whose products or technology are embedded in (or services are accessed by) the Software shall be a third party beneficiary with respect to this Agreement, and such licensor or vendor shall have the right to enforce this Agreement in its own name as if it were BullGuard. In addition, certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). To the extent portions of the Software are distributed under and subject to open source licenses obligating BullGuard to make the source code for such portions publicly available (such as the GNU General Public License ("GPL") or the GNU Library General Public License ("LGPL")), BullGuard will make such source code portions (including BullGuard modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Such request can be made in writing to BullGuard Limited, Capital Place, 120 Bath Road, Heathrow, Hounslow, UB3 5AN, United Kingdom, ATTN: General Counsel. You may obtain a copy of the GPL at http://www.gnu.org/licenses/gpl.html, and a copy of the LGPL at http://www.gnu.org/licenses/lgpl.html.
14.Registration Data. The information Customer provides in registering for this product and in using the Basic Backup Service will be stored by BullGuard in the European Union and may be stored by Juniper Networks in the United States. In all instances it will be subject to the provisions of the European Union Data Privacy Directive and BullGuard will be the Data Controller. Such information will be used by BullGuard and / or Juniper only to provide the service in connection with the product. Customer understands and agrees that BullGuard or Juniper uses Customer's passphrase for accessing the Basic Backup Service in the encryption and decryption of Customer's backed up data, and that BullGuard does not maintain any past or previously used passphrase. Therefore, if Customer changes Customer's passphrase, Customer will permanently and unrecoverably lose access to Customer's encrypted data saved via the Basic Backup Service. Customer further understands and agrees that upon activation of the Mobile Security Lock and Wipe function, BullGuard will lock Customer's registered mobile device and permanently and unrecoverably delete all data on Customer's registered mobile device. In addition, Customer will only have access via the Basic Backup Service to the last backed up copy of Customer's data from Customer's registered mobile device that Customer backed up using the backup function of the Basic Backup Service.
15.Miscellaneous. This Agreement is governed by the laws of England and Wales, without reference to conflict of laws principles. The U.N. Convention for the International Sales of Goods shall not apply to this Agreement. This Agreement constitutes the entire and sole agreement between BullGuard and the Customer with respect to the Software, and supersedes all prior and contemporaneous agreements relating to the Software, whether oral or written (including any inconsistent terms contained in a purchase order), except that the terms of a separate written agreement executed by an authorized BullGuard representative and Customer shall govern to the extent such terms are inconsistent or conflict with terms contained herein. No modification to this Agreement nor any waiver of any rights hereunder shall be effective unless expressly assented to in writing by the party to be charged. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. This Agreement and associated documentation has been written in the English language, and the Parties agree that the English version will govern. (For Canada: Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient redigés en langue anglaise. (Translation: The parties confirm that this Agreement and all related documentation is and will be in the English language)).