MALWARE-CONTROL
software license Agreement
IMPORTANT READ CAREFULLY: This Software License Agreement (the “Agreement”) is a legal agreement between you and Lexsi Group, a French company with a principal business address at 12-16 rue de Vincennes, 93512 Montreuil Cedex, France (hereinafter “Licensor,” “we,” or “us”). By downloading, installing, or using the Licensed Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, then you should not download this Licensed Product.
Either of us may be referred to individually as a “Party” or collectively as the “Parties.”
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, PLEASE CAREFULLY READ THE TERMS OF THE AGREEMENT SET FORTH HEREUNDER. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE BOUND BY AND HAVE BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON.
1. Our Software Product
Malware Control is a software product designed to ensure the security of networks from malware threats (“Licensed Product”). This version of the Licensed Product is designed for nonprofit organizations.
2. Intellectual Property in the Software
We and our licensors shall retain all right, title, and interest in the Licensed Product and all intellectual property rights therein, including but not limited to any and all rights under patent, copyright, trade secret, and trademark laws. You acknowledge that no title to the intellectual property in the Licensed Product is transferred to you under this Agreement. You agree not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Product as delivered and to reproduce all such notices on and in all authorized copies.
3. Software License
We grant to you a royalty-free, non-exclusive, nontransferable license solely for your internal business purposes to (a) use, install, and display the Licensed Product on the designated number of Seats at your Designated Location for use and display by the Authorized Users; (b) make a single back-up copy of the Licensed Product at each Seat for archival and contingency purposes only; and (c) allow the Authorized Users to use the written materials and documentation accompanying the Licensed Product. Your rights in the Licensed Product shall be limited to those expressly granted in this Agreement.
For the purpose of this Section, “Seat” shall be defined as the workstation, server, electronic appliance, or device, which is authorized to access, use, install, or display the Licensed Product. “Designated Location” shall be defined as the address where you have been authorized to install, use, and display the Licensed Product. “Authorized Users” shall be defined as your employees, independent contractors, or agents working at the Seats for your internal business operations.
Any use which exceeds the scope of this license grant shall be deemed to constitute a material breach of this Agreement.
4. Restrictions
You shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Product to any third party. You shall not use the Licensed Product at another location, nor shall you permit it to be used by anyone who is not an Authorized User. The Licensed Product contains our trade secrets, and to protect those trade secrets and our interest in the Licensed Product generally, you agree not to reverse engineer, decompile, translate, or disassemble the Licensed Product in whole or in part, nor to permit any third party to do so. Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement.
5. Term; Termination
This Agreement commences as of the Effective Date and shall remain in effect for the license period you have selected (“Term”). The Agreement may be renewed for successive renewal periods equal to the original license period (“Renewal Period(s)”) upon your providing written notice to us of your intent to extend the Agreement at least thirty (30) days prior to the expiration of the Term. We reserve the right to terminate this Agreement for any reason at any time in our sole discretion.
This Agreement will automatically terminate upon notice in the event you breach any term or condition of this Agreement. You understand that exceeding the scope of the license shall expressly constitute a material breach of this Agreement. We reserve the right to pursue all other available remedies against you as well.
Upon any expiration or termination by either Party, your non-exclusive license shall cease and terminate, and you shall have no further right to use or display the Licensed Product or to use the documentation.
The following terms and conditions shall survive any expiration or termination of this Agreement: Sections 2, 5, 6, and 13-17.
6. Proprietary Information
For the term of this Agreement and for a period of five (5) years thereafter, you agree to keep completely confidential and will not publish or otherwise disclose for any purposes the Proprietary Information furnished by us to you pursuant to this Agreement.
For the avoidance of doubt, Proprietary Information shall include all of the proprietary, non-public information pertaining to us and the Licensed Product, including but not limited to the terms of this Agreement and all of the trade secrets contained within the Licensed Product. Notwithstanding the foregoing, “Proprietary Information” shall not include any information which you can demonstrate by your records (a) was in your knowledge or possession prior to our disclosure to you, (b) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of yours; (c) was disclosed to you by a third party with the right to make such a disclosure; or (d) was developed independently by you.
7. Technical Support
Standard technical support will be included during the Term and any Renewal Periods for no additional charge. Standard support will include our online website and/or portal access, email support on a 24 hour basis, and reasonable telephone support during our regular business hours. In addition, we provide installation guides, which provide detailed guidelines on support issues, we provide a frequently asked questions page with helpful information for users, and we make available user forums.
We will also make available enhanced support services for an additional cost.
8. Incident Reporting
You shall promptly report all errors, bugs, and other incidents to us and provide as much information about the issue as possible. Incident reports should be submitted to us at support@malware-control.com.
9. Limited Warranty
For the Term and any Renewal Periods, we warrant that the Licensed Product will operate in substantial conformance with our then published documentation under normal use.
10. Warranty
You warrant and represent that you will comply with all laws, rules, and regulations, which apply to the use of the Licensed Products.
11. Disclaimer of Other Warranties
The Licensed Product is provided on an “as is” basis. Use of the Licensed Product is at your own risk. We can make no warranty: (a) that the Licensed Product will be free from defects; (b) that the Licensed Product will satisfy all of your requirements; (c) that the Licensed Product will operate without interruption, errors, or technical problems; (d) that the Licensed Product will always locate or block access to or transmission of all desired addresses, applications, or files; (e) that the Licensed Product will identify every transmission or file that should potentially be located or blocked; (f) that the addresses and files contained in the Licensed Product will be appropriately categorized; (g) that algorithms used in the Licensed Product will be complete or accurate; or (h) that the Licensed Product will operate on equipment other than the equipment we have authorized as suitable for installation of the Licensed Product.
WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN SECTION 11 ABOVE AND TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, RESULTS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE LICENSED PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WE DO NOT WARRANT THAT ALL MALWARE WILL BE DETECTED IN YOUR NETWORK OR SYSTEM, THAT ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT THE LICENSED PRODUCT WILL OPERATE BUG-FREE, ERROR-FREE, CONTINUOUSLY, OR UNINTERRUPTED.
12. Licensee Remedies
Upon receipt of written notice from you of any breach of the Limited Warranty set forth above, our entire liability and your sole and exclusive remedy shall be for us to use reasonable commercial measures at our expense to replace the Licensed Product or provide a work around.
13. Indemnification
You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, independent contractors, representatives, and agents from and against any and all loss, damage liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (a) if true, would constitute a breach of any representations or agreements by you hereunder; (b) arises out of any negligence or willful misconduct by you; or (c) is based on any third party claim that arises out of this Agreement.
14. Limitation of Liability; Consequential Damages
Notwithstanding anything to the contrary, our liability under this Agreement shall be limited to $100.00. In no event shall we, our affiliates, our licensors, or our resellers be liable for any incidental, consequential, indirect, special, or punitive damages, or lost profits, whether foreseeable or unforeseeable, arising out of or related to this Agreement, including but not limited to claims for loss of data, goodwill, opportunity, revenue, profits, or use of the products, interruption in use or availability of data, stoppage of other work or impairment of other assets, privacy, access to or use of any addresses or files that should have been located or blocked, negligence, breach of contract, tort, or otherwise and any third party claims, even if we have been advised of the possibility of such damages.
15. Force Majeure
If we are delayed or prevented from fulfilling any of our obligations under this Agreement by reason of any cause beyond our reasonable control, including but not limited to acts of God, fire, strike, flood, riot, war, earthquake, delay of transportation, or inability to obtain necessary materials through normal commercial channels, then we shall not be liable under this Agreement for damages as a result of such delay or failure.
16. Miscellaneous
Our relationship will be that of third party contractors, and neither of us will have the right power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. You agree that we may assign this Agreement without prior notice in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the terms of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The meaning of that provision will be construed to the extent feasible, to render the provision unenforceable. If no feasible interpretation will save such provision, it is to be severed from the remainder of the terms of this Agreement, which are to remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral.
17. Governing Law; Dispute Resolution
This Agreement is governed by the laws of France, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration in Montreal, Quebec in Canada under the Commercial Rules of the International Chamber of Commerce by one arbitrator mutually agreed upon both you and us in accordance with the aforementioned Rules. The proceeding shall be held in English, and costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing one of us shall be entitled to costs and reasonable attorneys’ fees. For the avoidance of doubt, all claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs of up to One Thousand Dollars ($1000.00) provided that we have notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
18. Exports
You may not use or otherwise export or re-export the Licensed Product except as authorized by United States law and the laws of the jurisdiction in which the Licensed Product was obtained. In particular, but without limitation, the Licensed Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Product, you represent and warrant that you are not located in any such country or are on any such list. You also agree that you will not use the Licensed Product for any purposes prohibited by United States Law.
Should you have any questions about this Agreement, of if you desire to contact us for any reason, all communications should be directed to support@malware-control.com.
French