PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE MALWAREBYTES ANTI-MALWARE ENTERPRISE EDITION SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND MALWAREBYTES CORPORATION (“MALWAREBYTES”) HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING USE OF THE SOFTWARE.
Malwarebytes is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking on the “I accept” button below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then Malwarebytes is unwilling to license the Software to you, and you must return the Software to Malwarebytes for a full refund, if you have paid for the license to the Software, or, if Malwarebytes has made the Software available to you without charge, you must destroy all copies of the Software. Your right to return the Software for a refund expires 30 days after the date of purchase. Your rights to the use the Software under this Agreement are limited to the specific term and number of end points set forth in the order confirmation that you receive from Malwarebytes (the “Order Confirmation”), which is incorporated into and forms part of this Agreement.
1. Grant of License. Conditioned upon your compliance with the terms and conditions of this Agreement, Malwarebytes grants you a non-exclusive and non-transferable license to Execute (as defined herein) each copy of the Software solely in executable form solely: (i) for your internal business purposes; (ii) for managing no more than the number of individual computers or virtual machines (each, a “Computer”) for which you have paid as set forth in your Order Confirmation, and (iii) during the Term (as defined in Section 5). Once installed onto a Computer, the Software may be operated by any person using the Computer, whether directly or via remote connection. For purposes of this Agreement, “Execute” and “Execution” means to load, install, and run the Software in order to benefit from its functionality as designed by Malwarebytes. See also the additional provisions regarding Managed Service Provider Licenses and other specialty licenses set forth in Addendum 1 to this Agreement, which are incorporated herein by reference.
2. Restrictions. You may install and Execute the Software only for managing the quantity of individual Computers for which you have paid and you agree not to Execute the software for managing more than that number of Computers. You may not use or make the functionality of the Software available to third parties for any commercial purpose, such as for providing any computer repair, help desk or troubleshooting service to third parties (but you may permit your contractors and service providers to use the Software on your behalf for managing your Computers, provided that each such Computer is running an authorized copy of the applicable Software). Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) make the functionality of the Software available to multiple users through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Malwarebytes and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
3. Ownership. Each copy of the Software is licensed, not sold. You own the media on which the Software is recorded, but you acknowledge and agree that Malwarebytes retains ownership of the Software itself and any related data or databases used by Malwarebytes or the Software (the “Database”), including all intellectual property rights therein. The Software and Database are protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you. Malwarebytes reserves all rights in the Software and Database not expressly granted to you in this Agreement.
4. Updates. From time to time, Malwarebytes may, but has no obligation to, provide updates to the Software. You are advised to update the Software regularly, or to set it to update automatically if that feature is available in your version of the Software. Malwarebytes reserves the right to designate any updates, additional content or features as requiring separate payment or purchase of a separate subscription at any time and without notice to you. Nothing in this Agreement entitles you to receive any support, maintenance, updates, upgrades, content or new versions of the Software. Malwarebytes specifically reserves the right to cease providing, updating, or maintaining the Software or Database at any time in its sole discretion.
5. Term. The term of this Agreement and the licenses granted hereunder is as specified in your Order Confirmation and any subsequent renewal terms (collectively, the “Term”), and you agree not to use the Software beyond the expiration of the Term. You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from Malwarebytes, if you breach any term of this Agreement. If you sue anyone over patents that you think may apply to the Software, your license to the Software ends automatically. Any patent rights in the Software granted by this license apply only to the Software. Upon the end of the Term or termination of this Agreement, you must at Malwarebytes’s option either promptly destroy or return to Malwarebytes all copies of the Software in your possession or control.
7. No Warranty. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. MALWAREBYTES DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MALWAREBYTES OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. Malwarebytes does not warrant that the Software will meet your requirements, that the Software will operate in the combinations that you may select for Execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. Malwarebytes specifically disclaims any warranty or representation as to the Software’s ability to eliminate any specific malware threats or the completeness of the Database or protection modules.
8. Limitation of Liability. MALWAREBYTES’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AMOUNTS PAID TO MALWAREBYTES BY YOU FOR THE SOFTWARE. IN NO EVENT WILL MALWAREBYTES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT MALWAREBYTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. U.S. Government End Users. The Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this Agreement.
10. Export Law. You agree to comply fully with all U.S. and other applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
11. General. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You agree that any claims or actions regarding this license may be brought solely in the state of federal courts located in Chicago, Illinois, and you waive any right to challenge jurisdiction and venue therein. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Malwarebytes’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Malwarebytes have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Malwarebytes and will be deemed null.
12. Contact Information. If you have any questions regarding this Agreement, you may contact Malwarebytes at firstname.lastname@example.org.
This Addendum 1 is incorporated into and made part of the Malwarebytes Anti-Malware Enterprise Edition Software License Agreement. The Specialty Licenses described below do not permit any resale or sublicensing of rights granted under the applicable license agreement, and you agree that you will not resell, redistribute, or permit third parties to use the Software:
Educational License. If you purchased the Software at a reduced price because you are a school or other educational institution, or if your purchasing documentation states that you are purchasing an Educational License, then you agree to use the Software solely for educational purposes. Educational purposes are limited to use that furthers the educational goals of your institution.
Not-for-Profit License. If you purchased the Software at a reduced price because you are a Not-for-Profit institution under US IRS Provision 501(c) or similar legislation, or if your purchasing documentation states that you are purchasing a Not-for Profit License, then you agree to use the Software solely in the furtherance of your Not-for-Profit purposes. Not-for-Profit purposes are limited to use that furthers the Not-for-Profit goals of your institution.
Government License. If you purchased the Software at a reduced price because you are a government agency, or if your purchasing documentation states that you are purchasing a Government License, then you agree to use the Software solely for government use.
Managed Service Provider (“MSP”) License. If you purchased the Software as a managed service provider or if your purchasing documentation states that you are purchasing a Managed Service Provider License, then you may additionally distribute and use the Software to provide services to third parties, provided that you pay the applicable license fees set forth in your purchasing documentation or other agreement with Malwarebytes.