1 Terms of Corporate Use

This License Agreement (hereinafter Agreement) between Safer-Networking Ltd. of Millroad

!re"stones #o. $icklow %reland (hereinafter Safer-Networking Ltd.) and the #&stomer (hereinafter
Licensee) deals with the terms and conditions of the Licensee's &se of S("bot - Search ) *estro" software
(rograms i.e. S("bot - Search ) *estro" Small +&siness ,dition S("bot - Search ) *estro" #or(orate
,dition S("bot - Search ) *estro" Ser-ice ,dition S("bot - Search ) *estro" #or(orate Ser-ice ,dition
and incl&ding an" additional com(onents e.g. the limited .(erating S"stem ($indows /) as the case ma"
be &(dates &(grades modifications re-isions co(ies doc&mentation and design data set o&t in the
Sched&le (the Software).
1. GRANT OF LICENSE
0.0 The Software are co("righted trade secret and confidential information of Safer-Networking Ltd.or its
Licensors who maintain e1cl&si-e title to all Software and retain all rights not e1(ressl" granted b" this
Agreement. %nsofar as Software is s&((lied to the Licensee (either in tangible or non tangible form) and
s&b2ect to (i) the (a"ment of the License 3ees set o&t in the rele-ant 4rice List and (ii) de(ending on the
Software obtained b" the Licensee Safer-Networking Ltd.grants to the Licensee a non-e1cl&si-e non-
transferable and non-s&blicensable right for the agreed License Term to &se the Software &nder the
following conditions. The right to &se incl&des the right to install load and r&n the Software.
a) S("bot - Search ) *estro" #or(orate ,dition (#, Software)
#, Software consists of client software and ser-er software. The Licensee shall be entitled
to &se the ser-er software for internal b&siness (&r(oses on an" n&mber of ser-ers within
his own network. The n&mber of clients i.e. de-ices on which the client software is &sed
ma" not e1ceed the n&mber of licences obtained b" the Licensee. 3or the (&r(oses of this
Agreement a -irt&al de-ice is considered the same as a (h"sical de-ice.
#, Software ma" be distrib&ted with a bootable Ser-ice #* that also contains a limited
.(erating S"stem ($indows /). 3or s&ch limited .(eration S"stem ($indows /) se(arate
license terms do a((l" (see Sec.0.0.e).
b) S("bot - Search ) *estro" Small +&siness ,dition (S+, Software)
The Licensee shall be entitled to &se S+, Software for the Licensee's internal b&siness
(&r(oses. The n&mber of clients i.e. de-ices on which the S+, Software is &sed ma" not
e1ceed the n&mber of licences obtained b" the Licensee. 3or the (&r(oses of this
Agreement a -irt&al de-ice is considered the same as a (h"sical de-ice.
S+, Software ma" be distrib&ted with a bootable Ser-ice #* that also contains a limited
.(erating S"stem ($indows /). 3or s&ch limited .(erating S"stem ($indows /) se(arate
license terms do a((l" (see Sec.0.0.e).
c) S("bot - Search ) *estro" Ser-ice ,dition (S, Software)
The Licensee shall be entitled to &se S, Software for s&((ort cases on third (art"
com(&ters. A s&((ort case is defined as the work to be done to scan and clean infected third
(art" com(&ter and ma" incl&de m&lti(le scans and remo-es for &( to fi-e (5) da"s on the
res(ecti-e com(&ter.
S, Software is distrib&ted with a bootable Ser-ice #*. S, Software ma" be &sed with the
Ser-ice #* or an" other de-ice that is accessible from the com(&ters of the third (art". The
0
Ser-ice #* contains also a limited .(erating S"stem ($indows /) for which se(arate
license terms do a((l" (see Sec.0.0.e) and S+, Software. +" wa" of derogation from
Sec.0.0.b S+, Software ma" be onl" &sed for s&((ort cases.
d) S("bot - Search ) *estro" #or(orate Ser-ice ,dition (#S, Software)
The #S, Software is licensed for the s&((ort of an" com(&ters that are owned b" the
Licensee. The s&((ort staff will install and maintain the software on a non s"stem de-ice
like an e1ternal harddisk or flash dri-e or &se the Ser-ice-#*. %f a com(&ter at the
Licensee's site needs to r&n the Software this de-ice ma" be attached and the Software ma"
be started from the de-ice. The Software ma" not be installed or co(ied to the com(&ter to
be ser-iced. Therefore the real time ser-ices of S("bot - Search ) *estro" will not be
a-ailable.
#S, Software is distrib&ted with a bootable Ser-ice #*. #S, Software ma" be &sed with
the Ser-ice #* or an" other de-ice that is accessible from the com(&ters of the third (art".
The Ser-ice #* contains also a limited .(erating S"stem ($indows /) for which se(arate
license terms do a((l" (see Sec.0.0.e) and S+, Software. +" wa" of derogation from
Sec.0.0.b S+, Software ma" be onl" &sed for s&((ort cases.
e) Limited .(erating S"stem ($indows /)
The Ser-ice #* ma" contain $indows software licensed from Microsoft #or(oration
and6or MS Affiliate(s) (limited .(erating S"stem). %t is e1(ressl" stated that the limited
.(erating S"stem is not sold to the Licensee and is (ro-ided as is. The limited .(erating
S"stem ma" onl" be &sed as a boot diagnostic disaster reco-er" set&( restoration
emergenc" ser-ice installation test and6or config&ration &tilit" (rogram. The &se of the
limited .(erating S"stem as a general (&r(ose o(erating s"stem or as a s&bstit&te for a f&ll"
f&nctional -ersion of an" o(erating s"stem (rod&ct is strictl" (rohibited. All rights not
e1(ressl" granted are reser-ed.
2. LIMITED WARRANTY
7.0 Safer-Networking Ltd.has endea-o&red to ens&re that the Software does not contain an" backdoors or
content to intentionall" harm the Licensee. Nothing herein shall be constr&ed as a warrant" b" Safer-
Networking Ltd.that the Software licensed herein corres(onds with an" re(resentations or descri(tions
howsoe-er (&blished nor that the Software is fit for the (&r(ose intended b" the Licensee the
Licensee's ser-ants or agents nor that the Software is merchantable. An" s&ch warranties and an"
warranties (&r(orted to be im(lied b" %rish law into this agreement shall not be im(lied and are hereb"
e1cl&ded. Their e1cl&sion has been drawn s(ecificall" to the attention of the Licensee who
acknowledges this b" contracting these terms.
7.7 The warranties set forth in this Section 7 are e1cl&si-e. Neither Safer-Networking Ltd. nor its Licensors
make an" other warranties e1(ress im(lied or stat&tor" with res(ect to Software or other material
(ro-ided &nder this Agreement. The Licensee es(eciall" acknowledges that no statement or
re(resentation of Safer-Networking Ltd.shall be considered as a g&arantee regarding the fitness of the
Software for an" (artic&lar (&r(ose &nless s&ch statement has been e1(ressl" confirmed to the
Licensee b" Safer-Networking Ltd.in writing.
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. DOCUMENTATION AND U!DATES
Safer-Networking Ltd. (ro-ides the necessar" &ser doc&mentation of the Software. This ma" also be
(ro-ided electronicall" e.g. (er (ro-ision in the %nternet. Safer-Networking Ltd.has no contract&al
obligation to (ro-ide reg&lar &(dates and the (ro-ision of &(dates does not constit&te an" s&ch contract&al
obligation of Safer-Networking Ltd.
". RESTRICTIONS
8.0 Safer-Networking Ltd.does not a&thori9e all or an" (ortion of the Software to be iss&ed to the 4&blic
(&t into circ&lation or s&b2ect to a first sale as the co("right laws ma" &se those (or similar) terms. The
Licensee is not allowed to distrib&te s&blicense lease rent loan or otherwise transfer the Software to a
third (art".
8.7 All Software will be s&((lied and ma" be &sed in ob2ect code form onl". ,1ce(t as otherwise (ermitted
for (&r(oses of intero(erabilit" as s(ecified b" a((licable and mandator" local law the Licensee shall
not re-erse-assemble re-erse-com(ile re-erse-engineer or in an" wa" deri-e from Software an"
so&rce code or decr"(t the database.
8.: The Licensee shall not remo-e al(han&meric identification characters trademarks and co("right
notices.
8.8 The Licensee ma" co(" Software onl" as reasonabl" necessar" to s&((ort the a&thori9ed &se and ma"
make necessar" back&( co(ies. ,ach co(" m&st incl&de all notices and legends embedded in Software
and affi1ed to its medi&m and container as recei-ed from Safer-Networking Ltd. All co(ies shall
remain the (ro(ert" of Safer-Networking Ltd. or its Licensors. The Licensee shall maintain a record of
the n&mber and (rimar" location of all co(ies of Software incl&ding co(ies merged with other
software and shall make those records a-ailable to Safer-Networking Ltd. &(on re;&est.
8.5 The Licensee shall not make Software a-ailable in an" form to an" (erson other than em(lo"ees and
contractors e1cl&ding Safer-Networking Ltd.'s com(etitors whose 2ob (erformance re;&ires access.
The Licensee shall take a((ro(riate action to (rotect the confidentialit" of Software and ens&re that an"
(erson (ermitted access to Software does not disclose it or &se it e1ce(t as (ermitted b" this
Agreement.
8.5 The (ro-isions of this Section 8 shall s&r-i-e the termination or e1(iration of this Agreement.
#. FEES
5.0 The License 3ees shall be (a"able in ad-ance in ,&ros (<S* if the Licensee is located in the <SA or
#anada) for the amo&nts and the (eriod indicated in the 4rice List and shall be (a"able as set o&t in the
4rice List. Safer-Networking Ltd.shall iss&e in-oices for the License (rior to the date of
commencement of the rele-ant (eriods.
5.7 %n the case of the e1tension of the Agreement as set o&t in Sec.0=.0 of this Agreement the rele-ant
-ersion of the 4rice List at the time of the e1tension shall a((l".
5.: %f the &se of the Software at an" time e1ceeds the ma1im&m n&mber of licenses granted to the Licensee
&nder this Agreement the Licensee shall (a" to Safer-Networking Ltd.the a((licable additional License
3ee so arising at the rates in the 4rice List. The n&mber of Software licenses granted shall be deemed to
be ad2&sted accordingl" on (a"ment b" the Licensee of the a((licable additional License 3ee.
:
5.8 The License 3ees and other charges from Safer-Networking Ltd.are d&e when in-oiced and (a"able
within 08 calendar da"s of the recei(t of in-oice b" the Licensee. %n case of a dela" in (a"ment Safer-
Networking Ltd.is entitled to charge interest on arrears at > -(oints (eight (ercentage (oints) abo-e the
then-c&rrent ,&ro(ean #entral +ank Lending rate.
5.5 The License 3ee and all other charges are e1cl&si-e of ?AT and all other Ta1ation which shall if
a((licable be chargeable to the Licensee.
5.@ %t is s(ecificall" agreed that Safer-Networking Ltd. ma" at its sole discretion treat a fail&re b" the
Licensee to (a" amo&nts d&e within the time allowed &nder this Section 5 as a s&s(ension made at the
Licensee's re;&est of an" Maintenance and Technical S&((ort that ma" be agreed b" the (arties
se(aratel".
$. INSTALLATION AND SU!!ORT
@.0 The Licensee is res(onsible for installation and &se of the software. S&((ort iss&es of the Licensee will
be handled solel" b" Safer-Networking Ltd.and not b" an" of its Licensors. A-ailable s&((ort consists
of email s&((ort that has (riorit" o-er freeware &sers. 4hone s&((ort information will be (&blished on
htt(A66www.safer-networking.org.
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%. S!ECIFICATION OF T&E SOFTWARE
The Software is designed to scan for software that (oses a threat to the (ri-ac" of the &ser of a com(&ter
(Malware). $hile the Software endea-o&rs to detect known Malware not all Malware will be detected.
S("bot - Search ) *estro" software r&ns on $indows com(&ters r&nning 7=== E4 7==: Ser-er ?ista
7==> Ser-er $indows / or $indows > onl".
'. LIMITATION OF REMEDIES AND DAMAGES
%n no e-ent will Safer-Networking Ltd. its Licensors or their affiliates be liable for an" indirect incidental
s(ecial or conse;&ential damages or for an" lost (rofits lost sa-ings lost re-en&es or lost data arising from
or relating to the Software or this agreement e-en if Safer-Networking Ltd. its Licensors or their affiliates
ha-e been ad-ised of the (ossibilit" of s&ch damages. %n no e-ent will Safer-Networking Ltd.'s its
Licensors or their affiliates liabilit" or damages to the Licensee or an" other (erson e-er e1ceed the
amo&nt (aid b" the Licensee to &se the software regardless of the form of the claim. The software is not
fa&lt-tolerant. %t is not designed for &se in Bigh Cisk Acti-ities where the fail&re of this Software co&ld
lead directl" to death (ersonal in2&r" or se-ere (h"sical or (ro(ert" damage. Neither Safer-Networking
Ltd.nor its Licensors or their affiliates shall be liable for an" damages res&lting from or in connection with
the &se of software in an" a((lication where the fail&re or inacc&rac" of the software might res&lt in death
or (ersonal in2&r".
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L%A+%L%TD ,E#,,* TB, 4<C#BAS, 4C%#, 4A%* 3.C TB, S.3T$AC,. The disclaimers and
limitations set forth abo-e will a((l" regardless of whether "o& acce(t the Software.
8
The Software ma" contain third (art" de-ice dri-ers. S&ch de-ice dri-ers are (ro-ided solel" for "o&r
con-enience. %t is "o&r res(onsibilit" to confirm whether s&ch de-ice dri-ers are a((licable to "o&r
en-ironment. The de-ice dri-ers are (ro-ided b" Safer-Networking Ltd.AS %S $%TB.<T AND
T,#BN%#AL S<44.CT .C $ACCANTD .3 AND F%N* %N#L<*%N! +<T N.T L%M%T,* T.
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(. INFRINGEMENT
H.0 Safer-Networking Ltd.will defend or settle at its o(tion and e1(ense an" action bro&ght against the
Licensee alleging that Software infringes a (atent or co("right in the <nited States #anada Ia(an or
member state of the ,&ro(ean 4atent .ffice. Safer-Networking Ltd.will (a" an" costs and damages
finall" awarded against the Licensee that are attrib&table to the infringement action. The Licensee
&nderstands and agrees that as conditions to Safer-Networking Ltd.'s obligations &nder this section the
Licensee m&stA (a) notif" Safer-Networking Ltd.(rom(tl" in writing of the actionJ (b) (ro-ide Safer-
Networking Ltd.all reasonable information and assistance to defend or settle the actionJ and (c) grant
Safer-Networking Ltd.sole a&thorit" and control of the defense or settlement of the action.
H.7 %f an infringement claim is made Safer-Networking Ltd. ma" at its o(tion and e1(enseA (a) re(lace or
modif" Software so that it becomes non-infringingJ (b) (roc&re for the Licensee the right to contin&e
&sing SoftwareJ or (c) re;&ire the ret&rn of Software and ref&nd to the Licensee an" License 3ee (aid
less a reasonable allowance for &se.
H.: Safer-Networking Ltd.has no liabilit" to the Licensee if infringement is based &(onA (a) the
combination of Software with an" (rod&ct not f&rnished b" Safer-Networking Ltd.J (b) the
modification of Software other than b" Safer-Networking Ltd.J (c) the &se of other than a c&rrent
&naltered release of SoftwareJ (d) the &se of Software as (art of an infringing (rocessJ (e) a (rod&ct that
the Licensee make &se or sellJ (f) an" +eta #ode contained in SoftwareJ (g) an" Software (ro-ided b"
Safer-Networking Ltd.'s Licensors who do not (ro-ide s&ch indemnification to Safer-Networking
Ltd.'s c&stomersJ or (h) infringement b" the Licensee that is deemed willf&l. %n the case of (h) the
Licensee shall reimb&rse Safer-Networking Ltd. for its attorne" fees and other costs related to the
action &(on a final 2&dgment.
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1). TERM
0=.0 The initial Term of this Agreement is twel-e (07) month. The Agreement shall a&tomaticall" be
e1tended for additional twel-e (07) months each &nless terminated b" gi-ing notice 7 (two) calendar
months (rior at the end of the rele-ant Term b" registered letter.
0=.7 The right of one of the 4arties to terminate the Agreement earl" for ca&se b" means of registered
letter shall remain &naffected. 4rior of s&ch termination for ca&se and es(eciall" (rior to termination
d&e to a material breach of contract the res(ecti-e (art" shall notif" the other (art" that has committed
5
the alleged breach demanding the other (art" to remed" the breach within := (thirt") da"s the breach
was re(orted. Termination for ca&se shall be re(orted b" means of a registered letter and whene-er
(ossible no later than the cancelation (eriod of thirt" (:=) da"s howe-er at a cancelation (eriod
minim&m of 0= (ten) da"s.
0=.: Ceasons for Safer-Networking Ltd.to be entitled to terminate this Agreement for ca&se shall
incl&de in (artic&lar when the Licensee makes &se of the Software witho&t a&thori9ation of Safer-
Networking Ltd. %f Safer-Networking Ltd.is entitled to terminate this Agreement for ca&se it ma"
demand immediate (a"ment of li;&idated damages which shall be established as half of the fee amo&nt
&( to the time of the end of the rele-ant Term as set forth in Sec.0=.0 of this Agreement. Li;&idated
damages ma" be determined as a higher or lesser amo&nt if Safer-Networking Ltd.(ro-es higher or the
Licensee (ro-es lower losses or damage.
0=.8 <(on an" termination or e1(iration the Licensee agree to cease all &se of Software and ret&rn it
to Safer-Networking Ltd.or certif" deletion and destr&ction of Software incl&ding all co(ies to Safer-
Networking Ltd.'s reasonable satisfaction.
11. E*!ORT
Software ma" be s&b2ect from time to time to reg&lation b" local laws and ,&ro(ean <nion e1(ort
reg&lations which (rohibit e1(ort or di-ersion of certain (rod&cts information abo&t the (rod&cts and
direct (rod&cts of the (rod&cts to certain co&ntries and certain (ersons. The limited .(erating S"stem is
s&b2ect to <.S. e1(ort restrictions. The Licensee agrees that the Licensee will not e1(ort an" Software or
direct (rod&ct of Software in an" manner witho&t first obtaining all necessar" a((ro-al from a((ro(riate
local and ,&ro(ean <nion go-ernment agencies.
12. RESTRICTED RIG&TS NOTICE
%f the Licensee is ac;&iring an" material on behalf of an" &nit or agenc" of the <.S. go-ernment
(!o-ernment) the Licensee shall notif" Safer-Networking Ltd.in writing (rior to deli-er" of s&ch material
and shall obtain the !o-ernment's agreement that the Licensed 4rogram is commercial com(&ter software
and6or commercial com(&ter software doc&mentation (&rs&ant to *3AC Section 77/./7=7 and 3AC
Section 07.707 as a((licable and an" &se modification re(rod&ction release (erformance dis(la" or
disclos&re shall be (rohibited e1ce(t as e1(ressl" (ermitted b" this Agreement which terms shall go-ern.
1. AUDIT RIG&TS
$ith reasonable (rior notice Safer-Networking Ltd.or its Licensor shall ha-e the right to a&dit d&ring the
Licensee's normal b&siness ho&rs all records and acco&nts as ma" contain information regarding the
Licensee's com(liance with the terms of this Agreement. Safer-Networking Ltd.or its Licensor shall kee(
in confidence all information gained as a res&lt of an" a&dit. Safer-Networking Ltd. shall onl" &se or
disclose s&ch information as necessar" to enforce its rights &nder this Agreement.
1". GO+ERNING LAW AND ,URISDICTION
This Agreement shall be go-erned b" and constr&ed &nder the laws of %reland. All dis(&tes arising o&t of or
in relation to this Agreement shall be s&bmitted to the e1cl&si-e 2&risdiction of *&blin %reland. This
section shall not restrict Safer-Networking Ltd.'s right to bring an action against the Licensee in the
2&risdiction where the Licensee's (lace of b&siness is located.
@
1#. SE+ERA-ILITY
%f an" (ro-ision of this Agreement is determined b" a co&rt to be or becomes in-alid &nenforceable or
illegal s&ch (ro-ision shall be (i) modified to be made -alid enforceable and legal in s&ch a manner as to
best effect&ate the intent of the (arties at the ince(tion of this AgreementJ or (ii) be deemed eliminated
where s&ch modification is not (racticableJ and (iii) the remainder of this Agreement shall remain in effect
in accordance with its terms as modified b" s&ch modification or deletion.
1$. MISCELLANEOUS
This Agreement sets forth the entire &nderstanding and agreement of the (arties regarding the s&b2ect
matter hereof and s&(ersedes all (rior agreements or re(resentations oral or written regarding s&ch
s&b2ect matter. This Agreement ma" not be modified or amended e1ce(t in writing signed b" a d&l"
a&thori9ed re(resentati-e of the (art" against whom enforcement is so&ght.
1%. LICENSEE CONSENT
The Licensee herb" consents to the following feat&res of the Software 0.A((lication offline (ri-ac". ,-en
tho&gh S("bot - Search ) *estro" scans the Licensee's s"stem it will not search s(ecificall" for an"
(ersonall" identifiable information. ,-er"thing that is not detected as a (ossible threat will be ignored.
4ossible threats will be shown and if log o(tions are switched on written to a log file that ma" reside on
an intranet ser-er de(ending on the installation.
1'. !RI+ACY
,-en tho&gh S("bot - Search ) *estro" scans a s"stem it will not search s(ecificall" for an"
(ersonall" identifiable information. ,-er"thing that is not detected as a (ossible threat or &sage track
will be ignored. 4ossible threats and &sage tracks will be shown and if log o(tions are switched on
written to a local log file. 3or f&rther information (lease -isit htt(A66www.safer-networking.org.
$indows is a registered trademark of Microsoft #or(oration.
S("bot and S("bot - Search ) *estro" are Trademarks of 4atrick Folla ten ?enne.
This agreement is acce(ted b" installing the software.
/