End User License Agreement.

Segira LLC

End User License Agreement

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN SEGIRA, LLC ("SEGIRA") AND YOU. AS USED IN THIS AGREEMENT, "YOU" MEANS YOU AS A PERSON OR THE BUSINESS ENTITY THE COMPANY FOR WHOM YOU ARE USING (OR FACILITATING USE OF) THE SEGIRA SOLUTION (AS DEFINED BELOW) AS 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 BIND THE COMPANY IN ACCORDANCE WITH ITS TERMS.

BY CLICKING "AGREE AND INSTALL," USING THE SEGIRA 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, SEGIRA IS NOT WILLING TO LICENSE THE SEGIRA SOLUTION TO YOU FOR ANY PURPOSE, AND YOU SHOULD NOT PROCEED WITH INSTALLING OR USING THE SOFTWARE.

1. SEGIRA SOLUTION. "Segira Solution" means Segira's solution consisting of (a) Segira client software ("Software") that You install on one or more of Your personal computers (each, a "Device") and (b) certain other services or features that Segira may make available to You through Segira's online portal ("Online Services"). In this Agreement, references to "Software" also include any updates or upgrades that are made available to You, whether by purchase or included as part of the Software, by Segira ("Upgrades") and any documentation provided through the Software or Online Services ("Documentation").

2. SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Segira hereby grants You the following non-exclusive, non-transferable, non-sublicenseable right during the Term to install on as many Devices that You have in Your principal place of residence or business and use the Software on Your Devices, solely for Your internal purposes. You are licensed to use only the Software for which You have received a valid license key and any use by someone other than You of the software licensed under this Agreement shall be a violation of these terms.

Your purchase, license or use of the Segira Solution is not contingent upon either the delivery of any future functionality or features or dependent upon any oral or written public comments made by Segira with respect to the same.

3. Restrictions.

  1. You may use the Segira Solution only in accordance with this Agreement, the Documentation, and the online or other order documentation provided when You obtained Your license or other access to the Segira Solution ("Order Documentation").
  2. You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the Segira Solution; (ii) use the Segira Solution for the benefit of any third party; (iii) circumvent any security our use-limiting features in the Segira Solution (including without limitation any license expiry or time-out mechanisms); or (iv) cause or permit anyone to 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.

4. Upgrades. Any Upgrades will be subject to the terms of this Agreement applicable to Software unless other terms are provided with the Upgrade. Upgrades will be provided automatically or in accordance with Documentation.

5. Support for the Software. Segira will only provide online self-help and forum support for the Software. Support will only be provided during the Term and in accordance with Segira's standard support policies or procedures.

6. Online Services and Login Information.

  1. The Online Services are for use with the Software as part of the Segira Solution and are accessible through Segira's online portal at https://www.segira.com/ or as specified by Segira ("Segira Portal"). Subject to the terms and conditions of this Agreement, Segira hereby grants You a non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the Online Services through the Segira Portal for Your own internal business purposes in connection with the licensed Software.
  2. In order to download the Software and use the Segira Portal and other features of the Segira Solution, You are required to register with Segira. You are solely responsible for any actions taken using Your Segira account and You agree to permit Segira to use Your Login Information in accordance with its Privacy Policy currently available at https://www.segira.com/privacy/ (as may be updated by Segira from time to time). Use of the Online Services and Segira Portal may be subject to additional terms posted on the Segira Portal.

7. Your Connection/the Segira Database(s). In order for the Software to operate and the Device to be protected by the Segira Solution, each Device must have an active Internet connection to allow the Software to communicate with Segira's online database(s) ("Segira Database(s)"). Segira uses the Segira Databases in order to provide certain necessary features and functionality, including without limitation scanning files, programs and URLs for threats and receiving threat removal instructions. You also agree that the Software may send Your Information (as defined herein) to the Segira Database(s) for the purposes described in Section 8 (Information Collected by the Software).

YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR, AND SEGIRA ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR, MAINTAINING YOUR OWN INTERNET AND DATA CONNECTIONS AND ANY OTHER REQUIREDFUNCTIONALITY FOR ANY DEVICE THAT YOU USE WITH THE SEGIRA SOLUTION. YOU ACKNOWLEDGE THAT THE SEGIRA ONLINE DATABASES AND OTHER SERVICES THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS OR VIA ANY MOBILE OR OTHERFUNCTIONALITY THAT IS BEYOND THE CONTROL OF SEGIRA MAY BE SUBJECT TO YOUR SERVICE PROVIDER'S DOWNTIME FROM TIME TO TIME.

8. Data Collected by the Software. The Segira Solution may collect and send to the Segira Database(s) information and data about the following:

  1. Potential security risks such as, without limitation, attempted intrusion events, and URLs about websites that may be fraudulent or malicious ("Threat Data");
  2. The IP address of Your device and Your device's approximate location ("Location Information");
  3. Subject to Segira first receiving Your consent, a copy of software code or files that may present a security risk ("Code"). You represent and warrant that You have the unrestricted right to transfer the Code to Segira; and
  4. Other details regarding Your use of the Segira Solution, which may include, Your Device's operating system, Specific information regarding Your usage of the Segira Solution such as the features You use and the length of Your, program files or file extracts (used for malware research and analysis), registry keys, language, Software report log(s), running processes, applications using ports, and other data pertaining to the contents of Your custom folders and/or downloaded program files directory ("System Information," and collectively with Threat Data and Location Information and Code, "Your Information").

Other than as set forth in these terms and the Segira Privacy Policy, Segira does not use Your Information to identify or contact You, but may use it for such authorized uses as to: (x) provide the Segira Solution and related services; (y) improve the Segira Database(s) and its other products and services; and (z) create aggregated anonymized statistics, which Segira may use for its own internal business purposes or any other lawful commercial purpose. You herby consent to Segira sharing Your anonymized Information or Code with certain trusted third-parties in order to provide the Services to You and other Segira Customers or for their other lawful purposes. IN CONDUCTING THE FOREGOING ACTIVITIES, SEGIRA MAY TRANSFER YOUR INFORMATION TO ITS LOCATIONS IN THE UNITED STATES AND OTHER JURISDICTIONS, AS WELL AS TO OTHER ANTIMALWARE COMPANIES. BY AGREEING TO THIS AGREEMENT AND INSTALLING THE SOFTWARE, YOU AGREE TO SUCH TRANSFER OF YOUR INFORMATION. PLEASE NOTE THAT YOUR INFORMATION MAY NOT BE SUBJECT TO THE SAME LEGAL PROTECTIONS IN THE UNITED STATES AND OTHER LOCATIONS AS IT IS IN THE LOCATION WHERE YOU CURRENTLY ARE.

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 SEGIRA AN UNRESTRICTED, ROYALTY-FREE, PERPETUAL LICENSE TO USE AND MODIFY YOUR INFORMATION FOR SUCH PURPOSES.

9. Quarantine of Potentially Unwanted Software. The Segira Solution includes, or an update or upgrade to the Segira Solution may include a quarantine feature that will allow You to block, immobilize and/or quarantine software or programs that You may not want on Your Device ("Potentially Unwanted Software"). You acknowledge that any such feature block, immobilize, or quarantine software that is not Potentially Unwanted Software, disable other software on the Device or result in breaching licenses to such software.

SEGIRA IS NOT LIABLE FOR ANY LOSS OF DELETED CONTENT, DATA, LOSS OF ACCESS OR OTHER LOSSES ARISING FROM USE OR MISUSE OF THE SEGIRA SOLUTION.

10. Fees. In exchange for Your right to use the Segira Solution during the Term (as defined below), You shall pay Segira the fees specified in the Order Documentation, if any ("Fees"). Segira may increase fees by giving You at least 30 days' prior written notice. All Fees are non-refundable except as set forth in this Agreement or as otherwise stated in Your Order Documentation. The Fees are exclusive of any and all taxes. You accept full responsibility for, and You agree to indemnify and hold Segira harmless for, the payment of all applicable sales, use or other taxes (excluding taxes based on Segira's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees related to this Agreement or the delivery, license, or support of the Software. You shall pay all Fees within thirty (30) days of the date of purchase or as otherwise specified in the Order Documentation. Segira retains the right for it and/or its representatives to audit Your relevant records to ensure Your compliance with the terms of this Agreement.

11. Ownership. Segira and its licensors have and retain all right, title and interest in the Segira Database(s) and the Segira Solution, including the Software, the Online Services, the Segira Portal and any materials made available through the Segira Portal, any modifications to or derivative works of any of the foregoing, and all intellectual property rights in any of the foregoing (the "Segira Intellectual Property"). Nothing in this Agreement shall grant You any rights or title in or to the Segira Intellectual Property, other than the licenses described herein, notwithstanding any use of "purchase," "sale," or similar terms.

12. Product Changes. Segira may at any time during the Term, at its sole discretion and without notice to You, discontinue or modify any part of the Segira Solution, provided that the functionality of the Segira Solution is not materially decreased.

13. Term. This Agreement will begin on the Effective Date and will continue until terminated in accordance with this Agreement ("Term").

14. Termination.

  1. Termination by Segira. Segira may terminate this Agreement immediately (i) if You breach this Agreement or (ii) if any aspect of this Agreement is limited by law or third party terms of service. For the avoidance of doubt, the failure to pay Fees when due will constitute a breach under this Agreement.
  2. Survival. The following terms shall survive termination: outstanding fee obligations, the license restrictions in Sections 3.b, the disclaimers in Section 7 (Your Connection/Segira Database(s)), the disclaimers and license grant in Section 8 (Information Collected by the Software), the disclaimers in Section 9 (Quarantine, Deletion and Disabling Features), and Sections 10 (Fees), 11 (Ownership), 14 (Termination), 15.b (Disclaimers), 16 (Limitation of Liability), 19 (Governing Law), and 22 (General).
  3. Effect of Termination. Upon termination or non-renewal of this Agreement, (i) all licenses and rights granted by Segira to You shall immediately terminate, and (ii) Your data, including, but not limited to, scan data, Your Information, and console data, may be deleted by Segira, in its sole discretion, at any time after forty-five (45) days following the date of non-renewal or termination.

15. Limited Warranty and Disclaimer of Warranties.

  1. LIMITED WARRANTY. During the thirty (30) day period after the Effective Date ("Warranty Period"), Segira warrants that the Segira Solution, when used as in accordance with the terms in this Agreement will perform substantially as in accordance with the Documentation. Segira's sole liability (and Your exclusive remedy) for any breach of this warranty will be, in Segira's sole discretion, to use commercially reasonable efforts (i) to correct any error or provide You with a work-around which corrects the issue, (ii) to replace the non-conforming elements of the Segira Solution, or (iii) if Segira determines such remedies to be impracticable, to terminate the Agreement and refund the Fees paid for the Segira Solution during any such period of time as the error or non-conformity materially affected the performance of the Segira Solution. Segira's obligation with regards to any warranty claim as described herein is subject to Segira receiving notice by You during the Warranty Period of the non-conformity during. The above warranty will not apply: (i) if the Segira Solution is not used in accordance with the Documentation; (ii) if You or any third party makes any modifications are made to the Segira Solution; (iii) to defects due to accident, abuse or improper use by You; or (iv) to other items provided on a no charge or evaluation basis.
  2. At all times, You will use the Segira Solution in compliance with all applicable laws and without violating any third-party's rights.
  3. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SEGIRA SOLUTION IS PROVIDED "AS IS" AND SEGIRA 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 SEGIRA 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 SEGIRA IS NOT LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM ANY FAILURE OF THE SEGIRA SOLUTION TO DETECT OR QUARANTINE ANY POTENTIALLY UNWANTED SOFTWARE.

16. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEGIRA 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 THE TOTAL FEES PAID OR PAYABLE TO SEGIRA FOR THE SEGIRA SOLUTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. THIS SECTION 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17. US Government End Users Only. For US government end-users only, the Segira 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.

18. Export. The Software may be subject to U.S. or other export control laws and regulations. You agree to comply 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 will indemnify and hold harmless Segira and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.

19. Governing Law. This Agreement will be governed by and construed according to the laws of the State of Colorado, without regard for its conflicts of law principles that would require application of the laws of a different state. You hereby expressly consent to the personal jurisdiction of the state and federal courts located in Denver, Colorado for any lawsuit filed there against me by Company arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20. High Risk Activity. You acknowledge and agree that the Segira 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 Segira 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.

21. 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.

22. General. 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. Segira may provide You with notice of matters relating to this Agreement by sending You an email or by posting notice in the Segira Portal. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided however, that Segira may assign or transfer its rights or obligations hereunder without consent 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. Any attempted assignment in violation of this Section is void. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Segira. This Agreement is the complete and exclusive statement of the mutual understanding between You and Segira and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Segira for use of the Segira Solution, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in 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.