ProtectedSEARCH Software (“Software”), is provided by UTILTOOL (“UTILTOOL”, “we” or “us”), wholly owned by Security Software Limited. This is a legal agreement between you and us—installing or accessing our Software means you are agreeing to these terms, so please read them carefully.
If you are under the age of 18, you are not permitted to use the Software or provide your personal information to us without the consent of your parent or guardian who must first accept this Agreement and administer the Software on your behalf.
- Accepting this Agreement and Modifications– By clicking an acceptance button and/or installing or accessing the Software, you agree unconditionally to be bound by this Agreement and acknowledge that it is enforceable as a written contract signed by you. If you do not unconditionally agree to all of these terms, do not install, use or access this Software. To the extent any translated version of this Agreement conflicts with the English version, the English version controls. WE MAY MODIFY THIS AGREEMENT, INCLUDING THE CONFIDENTIAL ARBITRATION AND DISPUTE RESOLUTION PROVISION BELOW, FROM TIME TO TIME AT OUR SOLE DISCRETION FOR ANY REASON. For example, we may need to reflect changes in the law or updates in how the Software works. It is very important that you keep your account information current, including your email address and other contact information. If we make material changes to this Agreement, we will communicate the changes to you via the contact information you provided (or through other means) and give you an opportunity to review and accept or reject the updated Agreement as set out below.
For paid subscriptions, you accept change(s) to this Agreement by renewing the subscription, and the change(s) will be effective upon the next renewal of your subscription. If you do not agree to the Agreement as amended, then you reject the Agreement by turning off auto renewal and uninstalling the Software at the end of the subscription term. If you withdraw your acceptance of this Agreement, you must uninstall and discontinue your use of the Software at that time. If you violate this Agreement, we may terminate your access to and use of the Software.
For Free Software (as defined in Section 3 below), you accept change(s) to this Agreement by continuing to use the Free Software after the notice described in this section. If you reject the updated Agreement, your license to the Free Software is terminated and you must cease all access to and use of the Free Software and uninstall it.
- License to Use– We are pleased to grant you a nonexclusive limited license to install the Software for personal use in accordance with the terms and conditions of this Agreement. This license is limited to the number of your devices your subscription entitles you to, is nontransferable and is revocable by us as provided in this Agreement.
We, along with our suppliers and partners, retain ownership of our respective Software and all rights related to the Software, including all intellectual property rights. The only rights we grant you are those rights expressly stated in this Agreement. Also, if you provide us any comments, information, opinions, or suggestions, which we consider “Feedback,” you allow us to use your Feedback without restriction, for any purpose and without compensation to you.
Your use of the Software is limited to devices and operating systems we support and may be affected by the performance and compatibility of your hardware, software and Internet access. Meeting system requirements is your responsibility and you are responsible for the cost of your equipment, which may include obtaining updates or upgrades from time to time in order to continue using the Software. System requirements are available on our website.
- Term of Agreement– For paid subscriptions, the Agreement is effective for the subscription term you purchased and each subsequent term that you renew, unless terminated earlier or later as permitted below; and if no term was specified, the default term is one year from the date you first acquired the subscription. For free versions of the Software, including (i) any features included in a paid subscription for which we no longer charge or which we offer to you at no charge, and (ii) any feature that we give you on a trial, courtesy or evaluation basis or that is labelled as “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (collectively “Free Software”), this Agreement is effective for as long as the Free Software is installed or we otherwise make the Free Software available to you. We may choose to provide you Free Software prior to, during, or after your paid subscription and any use is subject to the terms of this Agreement for as long as the Free Software is installed. We may terminate this Agreement at our option if you fail to comply with its terms and conditions. You may also terminate this Agreement prior to the expiration of the term by permanently erasing the Software from your devices and cancelling your account with us. If this Agreement is terminated, you must stop using the Software and, if you have not done so, you must permanently erase all copies of the Software.
If the Agreement terminates for any reason or expires, you will no longer be authorized to use or access the Software, including any online storage or backup services, and we may cancel and/or close your account at our sole discretion. After the termination or expiration date, we will follow our standard policies to delete any of your online stored or backed-up information, text, files, links, images or other materials provided to us (“Content”). It is your responsibility to store or backup your Content elsewhere before this Agreement expires or is terminated. We are not responsible for giving you a copy of your Content. Use of Software, at any time, is governed by the terms of this Agreement.
- AUTOMATIC RENEWAL, CANCELLATION AND REFUND – YOU AGREE TO ALLOW US TO AUTOMATICALLY RENEW YOUR PAID SUBSCRIPTION. BEFORE YOUR TERM EXPIRES, WE WILL SEND A NOTICE TO THE E-MAIL ADDRESS IDENTIFIED IN YOUR ACCOUNT PROFILE, INFORMING YOU OF THE UPCOMING RENEWAL. YOU WILL BE CHARGED THE UNDISCOUNTED SUBSCRIPTION PRICE FOR THE SOFTWARE AS LISTED ON OUR WEBSITE AT THE TIME OF RENEWAL, EXCLUDING ANY PROMOTIONAL OR DISCOUNT PRICING (“UNDISCOUNTED SUBSCRIPTION PRICE”). THIS PRICE MAY CHANGE DURING A SUBSCRIPTION TERM, AND MAY BE HIGHER THAN THE PRICE PAID FOR AN INITIAL SUBSCRIPTION OR MANUAL RENEWAL AND HIGHER THAN PROMOTIONAL OR DISCOUNTED PRICES THAT MAY BE AVAILABLE AS OF THE DATE OF AUTOMATIC RENEWAL. WE WILL SEND YOU VIA EMAIL A RECEIPT CONFIRMING THE RENEWAL DATE, PRICE, TERM AND ANY APPLICABLE TAXES. IF, AT THE TIME OF RENEWAL, THE SOFTWARE HAS BEEN RENAMED, UPGRADED OR REPLACED BY A NEW PRODUCT OFFERING WITH COMPARABLE FEATURES (“REPLACEMENT”), WE MAY, AT OUR DISCRETION, AUTOMATICALLY RENEW YOUR SUBSCRIPTION WITH THE REPLACEMENT FOR NO MORE THAN THE UNDISCOUNTED SUBSCRIPTION PRICE OF THE REPLACEMENT.
UPON RENEWAL, THE NEW TERM WILL BE THE SAME LENGTH AS THE EXPIRED TERM UNLESS OTHERWISE SPECIFIED BY US AT THE TIME OF RENEWAL. FOR SUBSCRIPTIONS OF ONE YEAR OR MORE, THE RENEWAL AND YOUR PAYMENT WILL BE PROCESSED WITHIN 30 DAYS OF THE CURRENT TERM EXPIRATION DATE AND EACH ANNIVERSARY THEREAFTER. WE WILL INFORM YOU OF YOUR ACCOUNT STATUS AND ANY CHANGES TO THE TERMS AND CONDITIONS OF YOUR SUBSCRIPTION.
ANY TIME AFTER PURCHASING A SUBSCRIPTION, YOU MAY TURN OFF AUTOMATIC RENEWAL BY ACCESSING YOUR ONLINE ACCOUNT PAGE OR CONTACTING CUSTOMER SERVICE. IF YOU DO NOT WISH TO BE AUTOMATICALLY RENEWED, YOU MUST TURN OFF AUTO-RENEWAL AT LEAST THIRTY DAYS BEFORE YOUR SUBSCRIPTION EXPIRES. IF YOU DO NOT TURN OFF AUTO-RENEWAL, YOUR SUBSCRIPTION WILL CONTINUE UNTIL IT IS CANCELED BY YOU (OR TERMINATED BY US PURSUANT TO THIS AGREEMENT).
If you have a monthly subscription, cancelling will not retroactively refund subscription payments, and previously charged subscription fees cannot be pro-rated based on cancellation date. Cancelling a monthly subscription will stop the recurring fee going forward, and you will have access to your subscription until the end of the month in which you notified us of your cancellation.
For paid subscriptions other than monthly, you may end your use of the Software at any time and we will offer a refund (for the current term only) if requested within 60 days of purchase or renewal by contacting Customer Service. If you contact Customer Service to cancel your subscription more than 60 days after purchase or renewal, you are not entitled to a refund for any fees that you may have paid in advance for the current term, and you will remain liable for all fees you incur or accrue during the current term.
YOU AGREE THAT WE MAY CHARGE THE CREDIT OR DEBIT CARD ACCOUNT OR OTHER PAYMENT DEVICE YOU PROVIDED FOR ALL AMOUNTS YOU OWE UNDER THIS AGREEMENT, INCLUDING ANY RENEWALS. YOU AGREE TO NOTIFY US PROMPTLY OF ANY CHANGE IN YOUR CARD ACCOUNT NUMBER OR EXPIRATION DATE OR OTHER PAYMENT INFORMATION. FOR CREDIT AND DEBIT CARDS, YOU UNDERSTAND AND AGREE THAT WE MAY ALSO UPDATE SUCH INFORMATION THROUGH YOUR CARD ISSUER AND THE RELEVANT CARD NETWORK AND WE MAY USE THE UPDATED CARD INFORMATION TO CHARGE AMOUNTS YOU OWE US. UNLESS YOU CANCEL YOUR SUBSCRIPTION, THIS WILL SERVE AS YOUR CONSENT FOR YOUR CARD OR PAYMENT DEVICE TO BE CHARGED.
You are responsible for any charges incurred with your data- or mobile-service provider in connection with your use of the Software, including any overage and penalties assessed for exceeding your data or minute allowance, or use of domestic or international short message service.
We will periodically send you communications from the Group companies related to the Software (including email, SMS/text, and in-product messaging) to keep you informed about important information related to your account, subscription, or Software you are entitled to receive. With your permission (implied or express), we will also send you commercial messages such as special offers, promotions, contests/sweepstakes, and events from us and selected third parties. You can unsubscribe from these commercial messages at any time.
- Limits on Use – In order for us to keep the Software safe and available for everyone to use, we have to place some restrictions on what you can do with it. The Software is licensed to you, not sold, and it is protected by national and international laws and treaties in the United States and around the world. You do not have any right to reproduce or distribute the Software without our permission, and if you do so you may be subject to fines or any other penalties allowed by the civil and criminal laws of your country. You may not: reverse-engineer or otherwise try to derive source code from the Software, unless allowed by law; adapt or modify the Software or create derivative works based on the Software; publish, copy (other than backup copies if permitted by your subscription), sell, lend, rent, sublicense, assign or in any other way transfer the Software to anyone else; exploit the Software for any commercial purposes; attempt to circumvent technical protection measures in the software; use the Software to violate the law; or engage in any activity that interferes with anyone else’s use of the Software. If you have installed the Software on a mobile device and you transfer ownership of that device to someone else, you must ensure that any Software is deleted from that device and that the device information is removed from your account with us. We have the right to terminate or suspend this Agreement, your account, and/or your access to the Software if, in our sole discretion, we determine that you have violated this Agreement. The Software may contain enforcement technology that limits the size of content storage, bandwidth consumption, or the number of devices on which the Software may be installed or that allows us to suspend your access to the Software if you have violated this Agreement or if your subscription has expired.
- Support, Updates & Product Lifecycle– End users with unexpired, paid subscriptions will receive technical support in accordance with our current standard-support offerings, policies, and procedures as described on our website. Our standard-support offerings, policies, and procedures may change from time to time at our sole discretion and may vary by country. Any obligation we may have to support the previous version of the Software ends when an upgrade, modified or later version, or other update to the Software (“Update”) becomes available. For your convenience and to ensure that the Software on your devices includes new features that we develop, by agreeing to this Agreement you give us permission to install Updates on your devices automatically when available, to the extent that it is possible for us to run such background installations. Any Updates or end-user technical support provided for Free Software that may be provided are provided at our sole discretion and may be discontinued at any time.
From time to time, at our sole discretion, we may elect to discontinue certain Software or particular features of the Software. “End of Support” refers to the date when we no longer provide automatic fixes, updates or technical assistance for particular Software. If a renewal term for your subscription would expire past the End of Support, you may not be eligible to renew your subscription, except as otherwise provided by Section 4 of this Agreement. For more information, please visit the website.
- Terms That Apply to Services, Specific Offers, Products or Features
- Services:This Agreement sets forth the terms and conditions that govern any subscriptions (free or paid), licenses or services acquired by you from us. In addition to this Agreement, services that you purchase from us are subject to and governed by Terms of Service published by us which are applicable to the purchased services.
- Multi-User Products:To use any multi-user Software, you must be at least 18 years old, or, if you are under 18, you must be authorized by your parent or legal guardian to use the Software once your parent or legal guardian has accepted this Agreement and installed the Software on your behalf. If you are an adult, parent, or legal guardian, you may use the Software to track and monitor only your own children, children for whom you are the legal guardian, or others for whom you have authorization to track and monitor.
- Free, Trial, Evaluation, Pre-Release and Beta Products:If the Software that you download or otherwise receive is Free Software, then this section of the Agreement shall also apply. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to such Free Software, but only to the extent necessary to resolve the conflict. All Free Software is provided as is, without any warranty, indemnity, maintenance or support, express or implied, subject to any statutory rights that cannot be excluded or limited by law. You acknowledge that Free Software may contain bugs, errors and other problems that could cause system or other failures and data loss. You acknowledge that we have not promised or guaranteed to you that Free Software will be announced or made available to anyone in the future, that we have no express or implied obligation to you to announce or introduce Free Software, and that we are not obligated to introduce a product similar to or compatible with Free Software or any updates to any Free Software. Accordingly, you acknowledge that any use of the Free Software is entirely at your own risk.
- Passwords and Identity Management: You are responsible for the security of your password and for keeping your account secure. You should keep your password and/or encryption key for your account secure because without them you may lose access to your data. You are solely responsible and liable for any activity that occurs under your account, including by anyone who uses your account. If there is any unauthorized use or access to your account, you must let us know immediately. We are not responsible for any loss caused by unauthorized use of or access to your account; however, you may be liable for any losses we or others suffer because of the unauthorized use. WE DO NOT HAVE ACCESS TO MASTER PASSWORDS AND CANNOT RECOVER YOUR ENCRYPTED DATA IF YOU FORGET THE MASTER PASSWORD FOR ANY PASSWORD MANAGEMENT FEATURE OR PRODUCT.
- ProtectedSEARCH: ProtectedSEARCH software program (with corresponding website) that provide users with an opinion to guide users about certain risks that may be associated with a website. The software displays color-coded symbols next to links provided by major search engines, and the corresponding websites have information pages to provide details on the factors that affect site ratings. The ratings are primarily derived using automated methods; the software cannot detect or examine every possible aspect of website design, nor can it determine the intent of the site owner. ProtectedSEARCH does not control or assume responsibility for the content of the third-party sites, and some of the third-party sites may have content that you find objectionable, inappropriate, or offensive. THE SITE RATINGS ARE NOT A GUARANTEE OF ANY PARTICULAR SITE’S SPECIFIC PRACTICES OR TRUSTWORTHINESS, AND IN NO CASE DO THE RATINGS REPRESENT AN ENDORSEMENT BY SECURITY SOFTWARE LIMITED OF THE SITE’S CONTENT, GENERAL SUBJECT MATTER, OVERALL QUALITY, OR USEFULNESS.
- Binding Arbitration and Class Action Waiver
- Agreement to Arbitrate Disputes: Any claim, dispute or controversy (“Claim”) by either you or us against the other arising from, relating to or in any way concerning the Agreement, the Software, or any equipment, products, or services you receive from us (or from any advertising for any such products or services) shall, at the demand of either party, be resolved by confidential binding arbitration.This agreement to arbitrate also includes claims relating to the enforceability or interpretation of any of these arbitration provisions. However, we will not demand arbitration pursuant to this Agreement in connection with any individual claim that you properly file and pursue in a small-claims court of your state or municipality, so long as the claim is pending only in that court and the claim is on an individual (non-class, non-representative) basis.
This agreement to arbitrate includes all controversies and claims of any kind, regardless of the type of claim or legal theory or remedy (damages, injunctive relief, or declaratory relief). The disputes subject to this arbitration agreement include not only claims by you, but also made on your behalf or connected with you, such as an employee, representative, agent, predecessor, successor, heir, assignee, or trustee in bankruptcy. Disputes subject to this arbitration agreement include not only claims that relate directly to us, but also to our parent, affiliates, successors, assignees, employees, and agents. This agreement to arbitrate includes claims asserted as part of a class action, private attorney general or other representative action, it being expressly understood and agreed to that the arbitration of such claims must proceed on an individual (non-class, non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis. YOU AND WE AGREE THAT NO CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE CLAIMS MAY BE PURSUED IN ARBITRATION, NOR MAY SUCH ACTION BE PURSUED IN COURT. IF EITHER YOU OR WE ELECT ARBITRATION, BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU AGREE TO WAIVE THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR CONSOLIDATED ARBITRATION IN ANY MATTER ENCOMPASSED BY THIS ARBITRATION PROVISION.
- Notice of Dispute: If either you or we intend to seek arbitration, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating arbitration. Notice should be sent to Attention: UTILTOOL Legal Department. The notice must include your name, address, and contact information, the facts giving rise to the dispute, and the relief requested. You and Security Software Limited will attempt to resolve any dispute through informal negotiation within 60 days from the date of the Notice of Dispute is sent. After 60 days, you or Security Software Limited may commence arbitration.
- Administration of Arbitration:If you and Security Software Limited do not resolve any dispute by informal negotiation or in small claims court, any claim, dispute, or controversy will be conducted exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”), and not state law. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved on an individual basis before a single, neutral arbitrator and the proceeding shall be confidential. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience or a retired or former judge selected in accordance with the rules of the AAA. The arbitrator is bound by the terms of this Agreement, and the arbitration shall be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement (the “Arbitration Rules”). For more information, see adr.org or call 1-800-778-7879.
Except with respect to any claims or counterclaims seeking less than $25,000, the arbitrator shall issue a reasoned, written decision sufficient to explain the essential findings and conclusions on which the award is based. All arbitration proceedings shall be conducted in English, and the United States FAA shall apply to the Agreement and the binding arbitration. The award shall be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law.
Where authorized by applicable law, the arbitrator’s award may include attorneys’ fees and other expenses. The arbitration award shall determine the rights and obligations between the named parties only, and only in respect of the claims in arbitration, and shall not have any bearing on the rights and obligations of any other dispute.
- Costs: The party initiating the arbitration shall pay the initial filing fee. If you file the arbitration and an award is rendered in your favour, Security Software Limited will reimburse you for your filing fee. If there is a hearing, we will pay the fees and costs for the first day of that hearing. All other fees and costs will be allocated in accordance with the arbitration rules. However, we will advance or reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or if you ask us and we determine there is a good reason for doing so. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
- Right to Resort to Provisional Remedies Preserved: Nothing herein shall be deemed to limit or constrain our right to resort to self-help remedies or to comply with legal process, or to obtain provisional remedies such as injunctive relief, attachment, or garnishment by a court having appropriate jurisdiction; provided, however, that you or we may elect to arbitrate any dispute related to such provisional remedies.
- Conflicting Terms: In the event of a conflict between the Arbitration Rules and this arbitration agreement, this arbitration agreement shall govern.
If any portion of this arbitration agreement is deemed invalid or unenforceable, it shall not invalidate the other provisions of the arbitration agreement; provided, however, that (a) if the prohibition on classwide arbitration is deemed invalid, then this entire arbitration agreement shall be null and void; and (b) if the prohibition on arbitration of representative claims brought in a private attorney general capacity is deemed invalid, then the arbitration agreement shall be null and void as to such claims only. This arbitration agreement shall survive the termination or cancellation of this Agreement. In the event of a conflict between this arbitration agreement and any other applicable arbitration provision, this arbitration agreement shall control.
- WAIVER OF JURY TRIAL: IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND SECURITY SOFTWARE LIMITED AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND MCAFEE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THE AGREEMENT OR FROM ANY EQUIPMENT, PRODUCTS AND SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH PRODUCTS OR SERVICES). IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.
- Law Covering This Agreement – Except as provided in Section 20 below, this Agreement, the use of the Software, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and us, will be governed by and construed in accordance with the laws of England and Wales, excluding its conflict of law principles, except that the FAA governs all provisions relating to arbitration. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to the Software.
- Limited Warranties; Disclaimer of Other Warranties– For 30 days after the purchase date, for paid versions of the Software only, we warrant that the Software licensed under this Agreement (including updates provided during the warranty period but only until the warranty lapses) will perform substantially in accordance with the documentation provided by us in connection with that Software at the time of purchase, and that any tangible medium (such as a CD-ROM, but excluding devices manufactured by other companies) on which the Software is contained and provided to you will be free from defects in materials and workmanship. We do not warrant or guarantee that any particular mobile device or computer will be compatible with or function with the Software, nor do we warrant or accept any liability for the operation of your personal equipment that is used to access the Software. Your sole remedy, and our and our suppliers’ entire liability, in case of any breach of this limited warranty is that we will, at our option, refund the price you paid for the license, replace the defective medium that contains the Software, or provide an alternative remedy as required by local consumer law in your jurisdiction. These remedies may not be available in some countries to the extent that we are subject to restrictions under applicable export-control laws and regulations. If the tangible medium is defective, you must return it at your expense to the place where you bought it and provide a copy of your receipt. Any replacement medium will be warranted for the remainder of the original warranty period. THE ABOVE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES. THEY REPLACE ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, PERFORMANCE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE SOFTWARE IS PROVIDED AS IS. YOU ARE RESPONSIBLE FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, FOR INSTALLING AND USING THE SOFTWARE, AND FOR THE RESULTS OBTAINED. WE DO NOT WARRANT OR GUARANTEE THE SOFTWARE’S USE OR PERFORMANCE. WE DO NOT WARRANT OR GUARANTEE THAT THE SOFTWARE’S OPERATION WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS, OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE SECURITY THREATS (INCLUDING INTENTIONAL MISCONDUCT BY THIRD PARTIES), THAT THERE WILL BE NO MALFUNCTIONS OR OTHER ERRORS IN THE SOFTWARE CAUSED BY VIRUS, INFECTION, WORM OR SIMILAR MALICIOUS CODE NOT INTRODUCED OR DEVELOPED BY US, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. WE ARE NOT LIABLE FOR ANY DOWNTIME OR SERVICE INTERRUPTION, FOR ANY LOST OR STOLEN DATA OR SYSTEMS, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO ANY ACTIONS OR INTRUSIONS.
The Software is not fault-tolerant and is not designed or intended for high-risk activities such as use in hazardous environments requiring failsafe performance, including nuclear-facilities operations, air traffic communication systems, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage. We expressly disclaim any express or implied warranty of fitness for high-risk activities.
- Limitation of Liability– NO LIABILITY FOR NONDIRECT DAMAGES. UNDER NO CIRCUMSTANCES ARE WE OR OUR SUPPLIERS, LICENSORS OR OTHER THIRD-PARTY SERVICE PROVIDERS LIABLE TO YOU FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (B) THEFT OF PERSONALLY IDENTIFIABLE INFORMATION OR COST OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, AND (C) DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR NEGLIGENCE OF ANY KIND, OR FOR ANY OTHER NONDIRECT DAMAGE OR LOSS. IN NO EVENT WILL OUR, OUR AFFILIATES’ OR OUR SUPPLIERS’, LICENSORS’ OR OTHER THIRD-PARTY SERVICE PROVIDERS’ AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE PRICE YOU PAID FOR THE APPLICABLE SOFTWARE, OR US$ 100 (OR THE EQUIVALENT AMOUNT IN NATIONAL CURRENCY) IF YOU USED FREE SOFTWARE. You agree to the limitations of liability in this Section 12 and acknowledge that without your agreement to this term, the fee charged for the Software would be higher. Nothing in this Agreement limits any rights you may have under existing consumer-protection statutes or other applicable laws that may not be waived by contract in your jurisdiction.
- Government End Users and Export Control– The Software is commercial computer software under DFARS Section 217.7202, the Defense Federal Acquisition Regulations Supplement (codified under Chapter 2 in Title 48, Code of Federal Regulations). The accompanying documentation (if any) is commercial-computer-software documentation under FAR Section 12.212, the Federal Acquisition Regulations (codified in Title 48 of the United States Code of Federal Regulations). Any use, modification, reproduction, release, performance, display, or disclosure of the Software and accompanying documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
Your use of the Software and its related documentation, including technical data, may not be exported or re-exported in violation of the U.S. Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which you obtained the Software. Export to a particular individual, entity, or country may be prohibited by law. Information about import restrictions can be found at the following websites: http://www.treas.gov/ofac and http://export.gov/ecr/eg_main_022148.asp.
- Third Party Programs– Some third-party materials included with the Software may be subject to other terms and conditions, which are typically found in a “Read Me” or an “About” file accompanying the Software. Those third-party materials may include software source code licensed by third parties under one or more open-source or free-software licenses, including the GNU General Public License (GPL), which are considered “Open Source Software.” The Open Source Software is licensed under terms and conditions different from this Agreement and may, in some cases, conflict with the terms of this Agreement and will apply instead of the terms of this Agreement. If an Open Source Software license requires us to distribute any source code related to the Software or any modifications to the Software, we will make the source code available on request.
- No Waiver– We do not waive any provision of this Agreement unless we waive it in a signed writing.
- Severability– If any part of this Agreement is for any reason held to be unenforceable, that part is, to that extent, deemed omitted, and the rest of it remains fully enforceable; PROVIDED HOWEVER, THAT THE ARBITRATION AGREEMENT SHALL NOT APPLY TO ANY CLAIMS AS TO WHICH THE LIMITATIONS ON CLASS ACTIONS OR CONSOLIDATED ARBITRATION ARE NOT PERMITTED BY APPLICABLE LAW.
- Licensing Entities– The Software is licensed to you by Security Software Limited:
- UTILTOOL Ltd.., a Gibraltar Company, with offices located at UTILTOOL Ltd. 41/42 Victoria Hse 26 Main St Gibraltar.
- How do I contact UTILTOOL Ltd.?
- Local Law– The subsections below contain information regarding the local laws of certain jurisdictions that will apply to this Agreement and may supersede certain provisions as referenced herein.
- Australia– For consumers in Australia:
The benefits to you under the limited warranties in Section 11 of this Agreement are in addition to other rights and remedies of you may have under a law in relation to the goods or services to which the warranty relates. Our goods come with guarantees that cannot be excluded under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”). You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. This warranty is made by Security Software Limited, you may call +1720 316 2910 with questions regarding our warranty for Australian customers.
For customers located in Australia, if a tangible medium on which software was delivered is defective, you must return the defective medium to Security Software Limited at your expense, with a copy of your receipt, within 14 days of discovering the defect. Security Software Limited will notify you of receipt within 14 days of receiving it.
THE DISCLAIMERS IN SECTION 11 DO NOT APPLY TO YOU TO THE EXTENT THAT AUSTRALIAN LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF ANY APPLICABLE STATUTORY GUARANTEES, EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS. IN THAT CASE, THE EXPRESS OR IMPLIED WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE LIMITATIONS ON LIABILITY SET FORTH IN SECTION 12(C) DO NOT APPLY TO CONSUMERS IN AUSTRALIA.
NOTHING IN THIS AGREEMENT LIMITS ANY RIGHTS YOU MAY HAVE UNDER EXISTING CONSUMER-PROTECTION STATUTES OR OTHER APPLICABLE LAWS, INCLUDING AUSTRALIAN CONSUMER LAW, THAT MAY NOT BE WAIVED BY CONTRACT IN YOUR JURISDICTION.
- Canada– If you downloaded the Software in Canada, unless expressly prohibited by local law, then this Agreement, the use of the Software, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and us, will be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada.
- European Union, Iceland, Norway, or Switzerland– If you acquired the Software in the European Union, Iceland, Norway, or Switzerland, then national law of the country where you downloaded the Software applies.
- Japan– If you downloaded the Software in Japan, then this Agreement, the use of the Software, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and us, will be governed by and construed in accordance with Japanese law without regard to its choice-of-law rules.
- Netherlands – For customers in the Netherlands, any automatic renewal of your original subscription will be for an indefinite term, billed in accordance with the terms of your subscription. You may terminate your renewed subscription any time after renewal by contacting Customer Service and providing at least 30 days’ notice of your intent to terminate and we will provide a prorated refund in accordance with local law. If you do not want your subscription to renew automatically you must turn off auto-renewal in your account settings 30 days before the expiration of your initial subscription.