Sophos End User License Agreement

Please read carefully the following legally binding End-User license Agreement between Sophos and You for the Software defined below. By breaking the seal on the software package or installing, copying or otherwise using this Software You agree to be bound by the terms of this End-User license Agreement. If You do not agree with the terms of this End-User license Agreement, You should promptly return the Software and the accompanying items (including ANY written materials and packaging) to Your supplier together with proof of purchase for a full refund. Also, by installing, copying or otherwise using Upgrades from Sophos You agree to be bound by any additional license terms that accompany such Upgrades. If You do not agree to the additional license terms that accompany such Upgrades, You may not install, copy or use such Upgrades.

1. DEFINITIONS

'Computer' means where the Licensed Program is deployed: (i) on an email server, Your computers that are capable of receiving mail from that server; (ii) on an Internet proxy or other gateway device, Your computers that are capable of connecting to that proxy; (iii) on a database, Your computers that are capable of retrieving data from that database; (iv) in any other manner to scan data, Your computers that are capable of retrieving that data; and (v) on a computer other than a Server, Your computer.

'Computer license' means the aggregate number of Computers that are permitted under the Schedule at any time.

'Documentation' means any documentation provided to You by Sophos (whether electronic or printed) which accompanies the Licensed Program.

'End-User license Agreement' means this Sophos end-user license agreement and the Schedule.
'Fee' means the sums payable by You in respect of a license to use the Licensed Program for the agreed license term as set out in the Schedule.

'license Expiry Date' means such date as may be set out by Supplier.

'Licensed Program' means those programs, which are listed on the website together with the Documentation, Upgrades and Virus Updates.

'Media' means the CD or other storage media containing the Software.

'Product' means the Media and the Software.

'Schedule' means the schedule provided to You by Sophos which sets out certain details in relation to Your use of the Licensed Program and which forms part of this End-User license Agreement.

'Server' means a computer upon which the Licensed Program is installed AND from which other computers receive or retrieve data.

'Server license' means the aggregate number of Server processors that are permitted under the Schedule to run the Licensed Program at any time.

'Software' means any program or data file contained on the Media and the Documentation.

'Sophos's means Sophos Plc.

'Upgrade' means any enhancement or improvement to the functionality of the Licensed Program (excluding Virus Updates) made available to You by Sophos at its sole discretion from time to time but excluding any software and/or updates marketed and licensed by Sophos as a new version or new release of the Licensed Program.

'Virus Update' means an update to the library of virus identities made available to You by Sophos.

'You' means the licensee.

2. COPYRIGHT AND OWNERSHIP

Once You have bought the Product, You own only the Media on which the Software is recorded. You do not own the Software itself. The Software is the exclusive property of Sophos. The Software and the Documentation are proprietary products of Sophos and are protected throughout the world by copyright and other intellectual property rights.

3. GRANT OF license

In consideration of Your payment of the Fee, Sophos hereby grants to You a non-exclusive right to use the Software subject to the following provisions.

3.1 You are permitted to:

3.1.1 use the Licensed Program for Your internal business purpose, relating specifically to the integrity of Your documents, emails and other data ("Your Internal Business Purpose"). The number of Computers and/or Servers on which you may use the Licensed Program for Your Internal Business Purpose must not exceed the number of Computer licenses and/or Server licenses.

3.1.2 allow Your employees to use the Licensed Program at home on a single workstation provided that You shall be responsible for support and the distribution of Upgrades. The number of employees You may allow to use the Licensed Programs at home must not exceed the number of Computer licenses and/or Server licenses.

3.1.3 if such facilities are provided as part of the Product, create diskette sets containing any part of the Licensed Programs. The number of such diskette sets created must not exceed the number of Computer licenses and/or Server licenses.

3.1.4 except as provided in clause 3.1.5 below, which relates only to the Documentation, make one copy of the Licensed Program or any part thereof for backup purposes provided that You reproduce Sophos's proprietary notices on any such backup copy of the Licensed Program.

3.1.5 use, copy, reproduce in whole or in part, adapt and modify the Documentation for Your Internal Business Purpose only.

3.1.6 transfer the Product and Your rights under this End-User license Agreement on a permanent basis to another person or entity, provided that You transfer the Media, all copies of the Software and Documentation and prior to such transfer (i) You pass full contact details for the recipient to Sophos; and (ii) You procure that the recipient agrees to be bound by the terms of this End-User license Agreement and notifies Sophos in writing of its agreement.

3.2 You are not permitted to:

3.2.1 use the Licensed Program for the provision of any service for the benefit of third parties unless You first acquire an application service provider license from Sophos.

3.2.2 modify or translate the Licensed Program except as necessary to configure the Licensed Program using the menus, options and tools provided for such purposes and contained in the Software and, in relation to the Documentation, except as necessary to produce and adapt manuals and/or other documentation for Your Internal Business Purpose.

3.2.3 reverse engineer, disassemble or decompile the Licensed Program or any portion thereof except to the extent and for the express purposes authorized by applicable law.

3.2.4 transmit or provide access to the Licensed Program save as provided in the Computer license and/or the Server license.

3.2.5 sub-license, rent, sell, lease, distribute or otherwise transfer the Licensed Program save as provided under this End-User license Agreement unless You obtain a separate license from Sophos for such purposes (for example, You may not embed the Licensed Program into another application and then distribute such to third parties unless You first acquire an OEM license from Sophos).

4. LIMITED WARRANTY AND REMEDY

4.1 Sophos warrants to You only that for a period of ninety (90) days from the date of purchase (the "Warranty Period"): (i) the Licensed Program will perform substantially in accordance with the Documentation provided that it is operated in accordance with the Documentation on the designated operating system(s) and (ii) the Documentation adequately describes the operation of the Licensed Program in all material respects.

4.2 If Sophos is notified in writing of a breach of this warranty during the Warranty Period, Sophos's entire liability and Your sole remedy shall be (at Sophos's option) to correct or replace the Licensed Program and/or its Documentation within a reasonable time or provide or authorize a refund of the Fee following the return of the Product accompanied by proof of purchase. Any items provided as replacement under the terms of this warranty will be warranted for the remainder of the original Warranty Period.

5. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN SECTION 4 ABOVE, SOPHOS MAKES NO WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE PRODUCT INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTIONS.

WITHOUT LIMITATION TO THE FOREGOING, SOPHOS DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. SOPHOS DOES NOT WARRANT THAT THE LICENSED PROGRAM WILL DETECT AND/OR CORRECTLY IDENTIFY AND/OR DISINFECT ALL MALICIOUS PROGRAMS OR OTHER HARMFUL COMPONENTS, INCLUDING WITHOUT LIMITATION VIRUSES PRESENT ON YOUR COMPUTER OR SERVER.

6. LIMITATION OF LIABILITY

6.1 YOU USE THE PRODUCT AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOPHOS OR ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS BE LIABLE TO YOU FOR OR TO THOSE CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SOPHOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS END-USER license AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND SOPHOS BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE LOWER OF THE FEE PAID BY YOU AND SOPHOS'S LIST PRICE FOR THE PRODUCT.

7. TERM

This End-User license Agreement is effective from the moment of acceptance as described in the first paragraph of this End-User license Agreement, and shall remain in force either until the license Expiry Date specified by the Supplier (and if no such date is specified, this End-User license Agreement shall continue in perpetuity) or until terminated as provided below, whichever is the sooner. If You want to renew Your license You should contact Your supplier or Sophos. Your obligations under this End-User license Agreement in respect of the intellectual property and confidential information of Sophos shall survive any expiry or termination of this End-User license Agreement.

8. U.S. GOVERNMENT RESTRICTED RIGHTS

If You are an agency or other part of the U.S. Government, the Software and the Documentation are commercial computer software and commercial computer software documentation and their use, duplication and disclosure are subject to the terms of this End-User license Agreement per FAR 12.212 or DFARS 227.7202-3.

9. EXPORT CONTROL REQUIREMENTS

You hereby agree that You will use, disclose and/or transport the Product in accordance with any applicable export control laws and regulations and that You are solely responsible for fulfilling any applicable governmental requirements in connection with Your use, disclosure and/or transport of the Product. You agree to indemnify and hold Sophos harmless from and against any claim, loss, liability or damage suffered or incurred by Sophos resulting from or related to Your violation of this paragraph.

10. TERMINATION

You may terminate this End-User license Agreement at any time by destroying the Software and all copies of it. This End-User license Agreement and Your rights under it will also terminate immediately if: (i) You fail to pay the Fee in accordance with the agreed payment terms; or (ii) You fail to comply with any of the terms and conditions of this End-User license Agreement; or (iii) if You take or suffer any action on account of debt or are insolvent. On termination of this End-User license Agreement, You must destroy the Software and all copies of it. Within one month after the date of termination of this End-User license Agreement, You must supply written certification to Sophos of the destruction by You of the Software and all copies of all or any part of it.

11. CONFIDENTIALITY

The Software may include confidential information which is secret and valuable to Sophos. You are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this End-User license Agreement. Sophos reserves the right to disclose details of the End-User license Agreement to third parties for publicity and promotional purposes. Notwithstanding the foregoing, Sophos will only process personal information in accordance with the provisions of the Data Protection Act 1998.

12. GENERAL

12.1 Any reseller, distributor or dealer from whom You may have purchased the Product is not appointed or authorized by Sophos as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide You with any representation, warranty or guarantee with or to You or to translate or modify this End-User license Agreement in any way on behalf of Sophos or otherwise to bind Sophos in any way whatsoever.

12.2 Failure by Sophos to enforce any particular term of this End-User license Agreement shall not be construed as a waiver of any of its rights under it.

12.3 The illegality, invalidity or unenforceability of any part of this End-User license Agreement will not affect the legality, validity or enforceability of the remainder.

12.4 If You have signed a separate written software license agreement with Sophos covering the use of the Product, the terms of such signed software license agreement shall take precedence over any conflicting terms of this End-User license Agreement. Otherwise this End-User license Agreement constitutes the entire agreement between the parties in relation to the Product and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Product.

12.5 The construction, validity and performance of this End-User license Agreement shall be governed by and submitted to the laws of England and Wales and the non-exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, Sophos shall have the right to seek injunctive, or similar, relief in any courts of competent jurisdiction.

Any notices required to be given in writing to Sophos or any questions concerning this End-User license Agreement should be addressed to The Contracts Manager, Sophos Plc, The Pentagon, Abingdon, OX14 3YP, United Kingdom.