WEBROOT SECUREANYWHERE SOLUTION AGREEMENT
THIS WEBROOT SECUREANYWHERE SOLUTION AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU") AND WEBROOT INC. (IF YOU ARE IN THE UNITED STATES OR CANADA) OR WEBROOT INTERNATIONAL LIMITED (IF YOU ARE OUTSIDE OF THE UNITED STATES OR CANADA) ("WEBROOT"). BY CLICKING "AGREE," USING THE SECUREANYWHERE SOLUTION, OR USING OR INSTALLING ANY SOFTWARE (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE "EFFECTIVE DATE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SECUREANYWHERE SOLUTION FOR ANY PURPOSE AND YOU MAY NOT INSTALL THE SOFTWARE.
WEBROOT MAY MODIFY THIS AGREEMENT FOLLOWING NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED VIA IN-PRODUCT MESSAGING, THE SOFTWARE, OR THE WEBROOT PORTAL. BY AGREEING TO THE MODIFIED AGREEMENT OR USING THE SECUREANYWHERE SOLUTION AFTER RECEIVING NOTICE THAT THE AGREEMENT HAS BEEN MODIFIED, YOU AGREE TO THE TERMS OF THE MODIFIED AGREEMENT.
PLEASE UNDERSTAND THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU ARE A RESIDENT OF THE UNITED STATES, THESE PROVISIONS WILL AFFECT HOW YOU ARE ABLE TO RESOLVE A DISPUTE WITH WEBROOT. THEREFORE, YOU SHOULD READ THEM VERY CAREFULLY. FOR EXAMPLE, UNLESS YOU OPT OUT OR HAVE A CERTAIN TYPE OF DISPUTE WITH WEBROOT AS FURTHER DESCRIBED IN SECTION 24 BELOW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND WEBROOT MUST BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION.
- SECUREANYWHERE SOLUTION. "SecureAnywhere Solution" means Webroot's solution consisting of: (a) Webroot client software ("Software") installed on one or more computers and/or mobile devices (each, a "Device"); and (b) certain services, features and/or functionality made available to You through Webroot's online portal or otherwise over the internet ("Online Services"). In this Agreement, references to "Software" also include: (x) any updates or upgrades that You purchase or that are otherwise made available to You by Webroot ("Upgrades"); and (y) any help documentation provided through the Software or Online Services ("Documentation").
- SOFTWARE. The SecureAnywhere Solution includes both desktop consumer Software for Your personal computers ("Desktop Software") and mobile consumer Software for Your personal mobile devices ("Mobile Software"). Webroot and its resellers and distributors may offer the Desktop Software and Mobile Software individually or together, but You are licensed to use only the type(s) of Software for which You have paid the applicable Fees (not applicable for Free Mobile Software or Evaluation Software) and for which You have received a valid license key. Except where otherwise specified, all terms of this Agreement and all references to "Software" apply to both the Desktop Software and the Mobile Software.
Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You the following non-exclusive, non-transferable, non-sublicenseable rights during the Term:
- Desktop Software Users: to install and use the Desktop Software on Your personal computer(s), solely for Your own personal use; and
- Mobile Software Users: to install and use the Mobile Software on Your mobile device(s), solely for Your own personal use.
You agree that Your purchase, license or use of the SecureAnywhere Solution is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Webroot with respect to future functionality or features.
- You may use the SecureAnywhere Solution only in accordance with this Agreement, the Documentation, and the purchase or order documentation presented when You obtained Your access to the SecureAnywhere Solution ("Order Documentation"). The Order Documentation may include term, CPU, seat, user, copy, Device, field of use, or other restrictions, and You agree to comply with all such restrictions. Depending on where You obtained the SecureAnywhere Solution and whether You have licensed the Desktop Software or Mobile Software, the Order Documentation may have been: (i) included in an online Webroot shopping cart, Your Software product packaging, the terms of purchase of a third party app store, marketplace or other site or service from which You downloaded the Software ("App Store"), or other third party reseller/distributor terms; or (ii) presented directly by Webroot, by an App Store provider, or by another third party reseller or distributor. To be clear, if You agree to this Agreement for use of the Desktop Software and also download the Mobile Software from an App Store, this Agreement will also apply to Your use of the Mobile Software.
- As a condition to Your use of the SecureAnywhere Solution, You must not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the SecureAnywhere Solution; (ii) use the SecureAnywhere Solution for the benefit of any third party; (iii) circumvent mechanisms in the SecureAnywhere Solution intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law.
- FREE MOBILE SOFTWARE. Webroot may make available a free version of the Mobile Software that has limited features ("Free Mobile Software"). The Free Mobile Software may not be complete or fully functional, and Webroot makes no warranties whatsoever about the Free Mobile Software, which is provided "AS IS". Webroot does not guarantee that it will continue to make available the Free Mobile Software under this Agreement or at all.
EVALUATION VERSIONS. Webroot may make available certain Software and Online Services on an evaluation basis ("Evaluation Software"). Your use of Evaluation Software is governed by this Agreement as modified by this Section. If You have licensed Evaluation Software, then Your license is limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for 30 days from the Effective Date) (the "Evaluation Period"). In addition, the following specific provisions apply.
- Desktop Software Users: When the Evaluation Period expires, Your license to use the Desktop Software and the Online Services automatically expires and the Desktop Software's and/or Online Services' capabilities may become restricted. You agree to promptly delete the Desktop Software and all copies thereof. If You desire to continue to use the Desktop Software and Online Services beyond the Evaluation Period, You will need to acquire a license for the applicable Fee.
- Mobile Software Users: When the Evaluation Period expires, the Mobile Software will revert to the Free Mobile Software version.
- Evaluation Software may not be complete or fully functional, and Webroot makes no warranties whatsoever about Evaluation Software. Webroot does not guarantee that it will continue to make available Evaluation Software under this Agreement or at all.
- UPGRADES. Any Upgrades will be subject to the terms of this Agreement applicable to Software or other terms provided with the Upgrade.
- SUPPORT. For the Desktop Software (including for Evaluation Software, until expiration of the Evaluation Period), Webroot will provide web-based, telephone and online self-help support. For the Mobile Software (including for Free Mobile Software and for Evaluation Software, until expiration of the Evaluation Period) Webroot will provide online self-help and forum support only. All support is provided only during the Term and in accordance with Webroot's standard support policies. Webroot's standard support policies are available in the Webroot Portal and at https://www.webrootanywhere.com/.
ONLINE SERVICES AND LOGIN INFORMATION.
- The Online Services are for use in conjunction with the Software as part of the SecureAnywhere Solution. Certain of the Online Services are accessible through Webroot's online portal at https://my.webrootanywhere.com/ or a successor website ("Webroot Portal"). Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You a non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the Online Services through the Webroot Portal, or other method chosen by Webroot, for Your own personal use in connection with the Desktop Software and/or Mobile Software (depending on which You have licensed).
- Webroot stores certain information from Your browser using "cookies." A cookie is a small text file that is stored on a user's computer for record-keeping purposes. Webroot uses session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. In addition, Webroot uses other means, including persistent cookies, which do not terminate when You close the browser, to gather certain information about Your use of the Webroot Portal and the Online Services. Such information includes, without limitation, account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g., browser type, IP address, date and time of access, cookie ID, referrer URL). You can remove or block persistent cookies using the settings in Your browser if You want to disable this feature, however, the Webroot Portal may cease to function properly if You do so. BY USING THE WEBROOT PORTAL, YOU HEREBY CONSENT TO SUCH USES OF COOKIES. IF YOU DO NOT CONSENT, DO NOT USE THE SECUREANYWHERE SOLUTION.
- YOUR CONNECTION/THE WEBROOT DATABASES. Each Device requires an active Internet connection in order for the Software to communicate with one or more of Webroot’s online databases ("Webroot Databases"). Certain features and functionality, including, without limitation, scanning programs and URLs for threats and receiving threat removal instructions, may not work if You do not have an active Internet connection. In addition, certain features of the Mobile Software (e.g., lost device features, call/SMS blocking, and portal-side parental controls) may not work if You do not have SMS functionality. The Software also may send Your Information (as defined below) to the Webroot Databases for the purposes described in Section 10 (Information Collected by the Software).
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN INTERNET AND DATA CONNECTIONS AND SMS FUNCTIONALITY FOR ANY DEVICE THAT YOU USE WITH THE SECUREANYWHERE SOLUTION, AND WEBROOT TAKES NO RESPONSIBILITY OR LIABILITY FOR THE FOREGOING. YOU ACKNOWLEDGE THAT THE WEBROOT DATABASES AND OTHER SERVICES THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS OR VIA SMS FUNCTIONALITY MAY BE SUBJECT TO YOUR INTERNET SERVICE PROVIDER'S FEES AND DOWNTIME FROM TIME TO TIME.
INFORMATION COLLECTED BY THE SOFTWARE. The SecureAnywhere Solution may collect and send to the Webroot Databases information about the following:
- Potential security risks such as, without limitation, attempted intrusion events and URLs about websites that may be fraudulent or malicious ("Attack Data");
- Your Device's IP address and approximate geographic location ("Location Information"); and
- Other details about Your Device, which may include, but is not limited to, Your Device's operating system, type and carrier (for mobile devices), Your usage of the SecureAnywhere Solution (e.g., features used and session length), program files or file extracts (used for malware research and analysis), username of logged-in operating system user, registry keys, language, Software report log(s), running processes, temporary Internet files, Internet search history, applications using ports, active directory identifiers, and other data pertaining to the contents of Your default and custom folders and/or downloaded program files directory ("System Information," and collectively with Attack Data and Location Information, "Your Information").
YOU CONSENT TO THE USES DESCRIBED ABOVE, INCLUDING BUT NOT LIMITED TO HAVING YOUR INFORMATION TRANSFERRED TO AND PROCESSED IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU GRANT WEBROOT AN UNRESTRICTED, ROYALTY-FREE, PERPETUAL, IRREVOCABLE LICENSE TO USE, TRANSFER, COPY AND MODIFY YOUR INFORMATION FOR SUCH PURPOSES.
QUARANTINE, DELETION AND DISABLING FEATURES. The SecureAnywhere Solution includes (or may be upgraded to include) features that allow You to do the following:
YOU ACKNOWLEDGE THE EFFECTS OF THESE FEATURES AND THAT IT IS YOUR CHOICE WHETHER TO USE THEM. IF YOU DO NOT WANT TO ASSUME SUCH RISKS, DO NOT USE THE SECUREANYWHERE SOLUTION. WEBROOT IS NOT LIABLE FOR ANY LOSS OF DELETED CONTENT, DATA, LOSS OF ACCESS OR OTHER PROBLEMS OR LOSSES ARISING FROM USE OR MISUSE OF THE SECUREANYWHERE SOLUTION.
- Automatically block and/or quarantine installation of software that You may not want on Your Device ("Potentially Unwanted Software"). This feature may block/quarantine software that is not Potentially Unwanted Software, disable other software on the Device, or result in breaching licenses to such software;
- Erase or "wipe" all of Your Device's free hard drive space or all or portions of the content on Your Device, including without limitation any and all applications, photos, music, contacts and other content ("Deleted Content"). Using this feature permanently erases all the Deleted Content so that it cannot be recovered; and
- Mobile Software Users (in addition to the above): (i) Restore the mobile device to initial factory settings so that no content can be recovered; and (ii) disable some or all of the mobile device. Re-enabling the mobile device requires use of a password that Your mobile carrier and the mobile device manufacturer will not possess. Webroot may provide recovery services.
- PASSWORD MANAGEMENT. This Section applies only if Your license to the SecureAnywhere Solution includes Password Management Features. If You are not sure what Your license includes, please see Your Order Documentation. Webroot's password management features ("Password Management Features") allow You to create a master password that unlocks of all Your saved sites and stored form information (including login credentials for third party websites and Your address, credit card number, and other sensitive information) in Your web browser ("Saved Information"). It is Your sole responsibility to create a strong master password and to maintain it securely. If someone else gains access to Your master password, they could also gain access to Your Saved Information. If You lose Your master password, You cannot restore it, but You can reset it by following the instructions included in the SecureAnywhere Solution. YOU ACKNOWLEDGE THE EFFECTS OF THESE FEATURES AND THAT IT IS YOUR CHOICE WHETHER TO USE THEM. IF YOU DO NOT WANT TO ASSUME SUCH RISKS, DO NOT USE THE PASSWORD MANAGEMENT FEATURES. WEBROOT IS NOT LIABLE FOR ANY LOSS OF YOUR SAVED INFORMATION OR ANY THIRD PARTY'S UNAUTHORIZED ACCESS OR USE OF YOUR SAVED INFORMATION.
- ONLINE DATA STORAGE, SYNCHRONIZATION & FILE SHARING. This Section applies only if Your license to the SecureAnywhere Solution includes Storage Services. If You are not sure what Your license includes, please see Your Order Documentation. Webroot offers online data storage, synchronization and file sharing services ("Storage Services"). For all digital content that You store, synchronize, share, or otherwise upload or provide in connection with the Storage Services ("Submissions"), You represent and warrant that: (a) You have the right to provide the Submissions and that use of the Submissions with the Storage Services does not violate any third party rights or agreements; (b) You will not use the Storage Services to create, copy, store, transmit, share or distribute any images, sounds, messages or other material which are obscene (as determined in Webroot's or its licensors' sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, or violate or infringe the rights of third parties; and (c) You will not use the Storage Services for any activity that may be considered unethical, immoral, or give rise to any actual or potential civil or criminal liability. You hereby grant Webroot and its licensors a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, modify, transmit, cache, publish, display and distribute the Submissions solely to provide the Storage Services. YOU ACKNOWLEDGE AND AGREE THAT WEBROOT AND ITS LICENSORS HAVE NO CONTROL OVER ANY SUBMISSIONS, DO NOT REVIEW OR COMMENT ON SUBMISSIONS, AND ARE NOT AND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUBMISSION. YOU ARE SOLELY LIABLE FOR ALL SUBMISSIONS, ALL DATA AND COMMUNICATIONS TRANSMITTED WITH SUCH SUBMISSIONS, AND THE TRANSMISSIONS OF SUCH SUBMISSIONS DATA AND COMMUNICATIONS. Webroot and its licensors will have no liability to You or any third party for any unauthorized interception, access, receipt, or use of any Submissions, messages or other communications or other data sent using the Storage Services (including any claims regarding intrusions of privacy or confidentiality with respect to any communications sent using the Software). You acknowledge and agree that Webroot and its licensors reserve the right to establish limits on the number of Submissions (or other messages, communications or data) and size of Submissions (or other messages communications or data) transmitted through the Storage Services.
- FEES. You are responsible for paying Webroot or the third party from which You obtained the SecureAnywhere Solution the fees and applicable taxes specified in the Order Documentation ("Fees") for the right to use the SecureAnywhere Solution in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable except as set forth in Section 19(a) for the Desktop Software or as otherwise stated in Your Order Documentation.
- OWNERSHIP. Webroot and its licensors have and retain all right, title and interest in the Webroot Database and SecureAnywhere Solution, including without limitation the Software, the Online Services, the Webroot Portal and any materials made available through the Webroot Portal, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Each copy of the Software, and use of the Online Services, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms.
- PRODUCT CHANGES. Provided that the functionality of the SecureAnywhere Solution is not substantially decreased during the Term, Webroot may at any time without notice discontinue or modify any characteristics of the SecureAnywhere Solution.
- TERM. This Agreement will begin on the Effective Date and will continue for the initial term set forth in the Order Documentation (if no term is specified in the Order Documentation, the default initial term is one year) ("Initial Term"). After the Initial Term, if You purchased Your license to the SecureAnywhere Solution online from Webroot (or if You renewed Your subscription online from Webroot) and provided a valid credit card number or an alternative payment method, Your license to the SecureAnywhere Solution will automatically renew for the specified term(s) ("Renewal Term(s)" and together with the Initial Term, the "Term") in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. Fees for Renewal Term(s) will be charged as described in Your Order Documentation or as set forth in a subsequent communication from Webroot to You.
- TERMINATION. Webroot may terminate this Agreement immediately if: (a) You breach this Agreement; (b) You refuse to accept the terms of any modified Agreement, despite receiving notice from Webroot of such modified Agreement; or (c) any aspect of this Agreement is limited by law or third party terms of service. The following provisions will survive termination: outstanding fee obligations, the license restrictions in Sections 3(b), the disclaimers in Section 9 (Your Connection/The Webroot Databases), Section 10 (Information Collected by the Software), the disclaimers in Sections 11 (Quarantine, Deletion and Disabling Features), 12 (Password Management), and 13 (Online Data Storage, Synchronization & File Sharing), and Sections 14 (Fees), 15 (Ownership), 18 (Termination), 19(b) (Disclaimers), 20 (Limitation of Liability), 21 (US Government End Users Only), 22 (Authority and Indemnity), 23 (Export), 24 (U.S. Residents—Binding Arbitration and Class Action Waiver), 25 (Dispute Resolution—International Residents), 26 (High Risk Activity), 27 (Force Majeure), 28 (Open Source Software), and 29 (General). When this Agreement terminates or does not renew, Webroot may uninstall its Software from Your Device, and Your data, including, but not limited to, scan data, Your Information, console data, and data stored in connection with Your use of the Password Management Features or Storage Services, may be deleted by Webroot, in its sole discretion, at any time after 45 days have elapsed from the date of non-renewal or termination.
REFUNDS/DISCLAIMER OF WARRANTIES.
- Desktop Software Users Only: If You are the original purchaser of the SecureAnywhere Solution and are not completely satisfied with it for any reason, please make no further use of the SecureAnywhere Solution and go to http://www.webroot.com/consumerservice/refund.php for details on how to return the Software and request a refund of the money You paid for the SecureAnywhere Solution within 70 days after Your purchase. Unless the Software is defective, You will be responsible for the cost, if any, of returning the Software to Webroot, including any applicable taxes.
- DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SECUREANYWHERE SOLUTION IS PROVIDED "AS IS" AND WEBROOT AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THERE IS NO WARRANTY THAT THE SECUREANYWHERE SOLUTION WILL BE ERROR FREE OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED. NO ANTI-MALWARE, SECURITY, OR DEVICE LOCATION SERVICE CAN GUARANTEE A 100% DETECTION OR SUCCESS RATE, AND WEBROOT IS NOT LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM ANY FAILURE OF THE SECUREANYWHERE SOLUTION TO DETECT OR QUARANTINE ANY POTENTIALLY UNWANTED SOFTWARE.
- STATUTORY RIGHTS. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE WARRANTY PERIOD ABOVE.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEBROOT, ITS RESELLERS, ITS DISTRIBUTORS, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING ONE HUNDRED DOLLARS (US$100). THIS SECTION 20 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- US GOVERNMENT END USERS ONLY. For US government end-users only, the SecureAnywhere Solution is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.
- AUTHORITY AND INDEMNITY. This Agreement is intended to cover consumer use of the SecureAnywhere Solution, not enterprise or business use. However, if You are using the SecureAnywhere Solution on behalf of (or to facilitate the use of the SecureAnywhere Solution by) a company of which You are an employee or agent ("Company"), You represent and warrant that You have the full corporate right, power, and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company, and that this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. You hereby agree to indemnify and hold Webroot harmless from any and all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.
- EXPORT. The Software is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You represent and warrant that: (a) You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) You are not listed on any U.S. Government list of prohibited or restricted parties. You will indemnify and hold harmless Webroot and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.
U.S. RESIDENTS—BINDING ARBITRATION AND CLASS ACTION WAIVER.
- Agreement to Arbitrate. If You are a resident of the United States, You and Webroot agree that any dispute, claim, or controversy involving You and Webroot (and/or Webroot’s affiliates, subsidiaries, directors, shareholders, or employees) arising out of or relating in any way to this Agreement or the SecureAnywhere Solution (each, a "Dispute") must be determined by binding arbitration, except that You retain the right to bring an individual action in small claims court (a "Small Claims Action"). In addition, because Webroot is licensing certain proprietary technology to You as set forth in this Agreement, Webroot may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual, suspected, or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents and patent rights, database rights, and other proprietary and intellectual property rights (each, an "IP Protection Action").
- Opt-Out. Without limiting Section 24(a) above, You have the right to litigate any Dispute in a court of general jurisdiction if You provide Webroot with written notice of Your desire to do so by providing Webroot with the information listed at http://www.webroot.com/consumer-arbitration within 30 days following the Effective Date (such notice, an "Arbitration Opt-out Notice"). EXCEPT FOR SMALL CLAIMS ACTIONS, YOU KNOWINGLY AND INTENTIONALLY WAIVE YOUR RIGHT TO LITIGATE ANY DISPUTE IN ANY COURT OF GENERAL JURISDICTION IF YOU DON'T PROVIDE WEBROOT WITH AN ARBITRATION OPT-OUT NOTICE WITHIN SUCH 30-DAY PERIOD. The sole and exclusive jurisdiction and venue for any Small Claims Action or any Dispute where You timely provide Webroot with an Arbitration Opt-out Notice are the state and federal courts located in the City and County of Denver, Colorado, and You and Webroot each waive any objection to jurisdiction and venue in such courts. Sections 24(c)-(h) below apply to all Disputes that are not Small Claims Actions, IP Protection Actions, or Disputes where You provided Webroot with an Arbitration Opt-Out Notice within the 30-day period.
- CLASS ACTION WAIVER. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM MUST BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WEBROOT MAY SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR WEBROOT ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING MAY BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, WEBROOT, AND ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.
- Notice of Dispute. In the event of a Dispute, You must first send to Webroot, by certified mail, a written notice of Dispute ("Notice of Dispute"). The Notice of Dispute must be addressed to: Webroot, 385 Interlocken Crescent, Suite #800, Broomfield, Colorado 80021, Attention: Legal Department, and must be titled: NOTICE OF DISPUTE UNDER WEBROOT SECUREANYWHERE SOLUTION AGREEMENT. The Notice of Dispute must include both Your email address and the mailing address You would like Webroot to use when contacting You. If Webroot elects to initiate arbitration against You, it will send its own Notice of Dispute to the email address and mailing address it has on file for You. A Notice of Dispute must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought ("Demand").
- Proceedings. If You and Webroot do not reach an agreement to resolve the Dispute within 30 days after the Notice of Dispute is received, You or Webroot may commence an arbitration proceeding. Any arbitration must be governed and administered by the American Arbitration Association (the "AAA") in accordance with the AAA’s "Consumer Arbitration Rules" effective September 1, 2014, including the "Costs of Arbitration (Including AAA Administrative Fees)" effective September 1, 2014 (collectively, the "Consumer Procedures"), except that this Agreement governs to the extent it conflicts with the Consumer Procedures. ALL ISSUES IN THE DISPUTE ARE SUBJECT TO THE REVIEW OF A NEUTRAL ARBITRATOR. In ruling on a Dispute, the neutral arbitrator will apply the terms of this Agreement and the laws of the State of Colorado. The arbitrator has discretionary authority to conduct the arbitration via conference call or face-to-face hearing. The arbitrator will render an award within the time specified in the Consumer Procedures. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Webroot and You agree that the arbitrator's award of damages must be consistent with the terms of Section 20 above ("Limitation of Liability") as to the types and amounts of damages for which a party may be held liable. You may download or copy the AAA’s forms and rules from http://www.adr.org or by calling the AAA at 1-800-778-7879. Unless You and Webroot otherwise agree in writing, the arbitration must be conducted in the City and County of Denver, Colorado. If Your Demand does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and Webroot submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your Demand exceeds $10,000, Your right to a hearing will be determined by the Consumer Procedures. Subject to the Consumer Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
- AAA Not Integral To Agreement To Arbitrate. You and Webroot agree that the use of the AAA to administer arbitration is not integral to the parties' agreement to arbitrate Disputes. If the AAA will not or cannot conduct an arbitration, You and Webroot shall negotiate in good faith to agree on a sole arbitrator who shall resolve the Dispute as provided in the Consumer Procedures. If the parties cannot agree on an arbitrator, a court of competent jurisdiction may appoint an arbitrator, who shall follow the Consumer Procedures.
- Severability. If one or more parts of this Section 24 are found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then, and only in that circumstance, those parts will be severed and the Dispute will be resolved subject to all remaining parts of Section 24 and all other provisions of this Agreement. If such severance results in all or some parts of a Dispute proceeding in a court of law, the exclusive jurisdiction and venue for any such court proceeding will be the state or federal courts sitting in the city and county of Denver, Colorado. For purposes of any such court proceeding, You consent to, and will not challenge, such courts’ personal jurisdiction over You, and You further waive objection based upon improper venue or forum non conveniens and will not seek transfer to another district or jurisdiction.
- FAA. The Federal Arbitration Act governs the interpretation and enforcement of all provisions of this Agreement relating to arbitration.
DISPUTE RESOLUTION—INTERNATIONAL RESIDENTS. If You are not a resident of the United States, this Section applies to You as follows:
- Canada. If You are a resident of Canada, this Agreement is governed by the laws of the State of Colorado in the United States without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the state and federal courts sitting in the State of Colorado, City and County of Denver, with regard to any and all claims by You arising out of or relating to the SecureAnywhere Solution or this Agreement.
- Japan. If You are a resident of Japan, this Agreement is governed by the laws of Japan without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the Tokyo District Court with regard to any and all claims by You arising out of or relating to the SecureAnywhere Solution or this Agreement.
- Other Jurisdictions. If You are a resident of a jurisdiction that is not located in the United States, Canada, and Japan, this Agreement is governed by the laws of the Republic of Ireland without regard to its conflict of laws provisions. You agree to personal jurisdiction by and exclusive venue in the courts sitting in Dublin, Ireland, with regard to any and all claims by You arising out of or relating to the SecureAnywhere Solution or this Agreement.
- HIGH RISK ACTIVITY. You acknowledge and agree that the SecureAnywhere Solution is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Webroot makes no warranty regarding, and will have no liability arising from, any use of the Software in connection with any high risk or strict liability activity.
- FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
- OPEN SOURCE SOFTWARE. The SecureAnywhere Solution may contain or be provided with components subject to the terms and conditions of third party "open source" software licenses ("Open Source Software"). Open Source Software may be identified in the Documentation or via a link to Webroot's website, or Webroot will provide a list of the Open Source Software for a current version of the Software to You within a reasonable period of time following Your written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software itself, including, without limitation, any provisions governing access to source code, modification or reverse engineering. You acknowledge that Your use of each open source component is subject to the open source license applicable to each open source component. Webroot makes no representations or warranties with regard to such open source components and assumes no liability that may arise from the use of such open source components.
- GENERAL. You acknowledge and agree that any translation of the English language version of this Agreement provided by Webroot to You is provided for Your convenience only, and that the English language version of the Agreement will take precedence over the translation in the event of any contradiction arising from translation. The English language version of the Agreement may be viewed at http://detail.webrootanywhere.com/eula.asp. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Webroot may provide You with notice of matters relating to this Agreement via: (a) in-product messaging; (b) email to Your email address on file with Webroot, or (c) the Webroot Portal. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign or transfer this Agreement or any rights hereunder. Attempted assignment or transfer in violation of the foregoing will be void. Webroot may freely assign or transfer its rights or obligations hereunder, including without limitation to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. This Agreement is the complete and exclusive statement of the mutual understanding between You and Webroot and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.