IMPORTANT - READ THIS LEGAL AGREEMENT FOR THE LICENSE OF UMU SOFTWARE CAREFULLY. UMU LIMITED (“UMU”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND UMU. BY CLICKING THE BUTTON THAT INDICATES THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT, YOU CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE AND CONTACT YOUR VENDOR FOR INFORMATION ON HOW TO OBTAIN A REFUND OF THE MONEY YOU PAID FOR THE SOFTWARE (LESS SHIPPING, HANDLING, AND ANY APPLICABLE TAXES EXCEPT IN CERTAIN STATES AND COUNTRIES WHERE SHIPPING, HANDLING, AND TAXES ARE REFUNDABLE) AT ANY TIME DURING THE THIRTY (30) DAY PERIOD FOLLOWING THE DATE OF PURCHASE.
This Agreement covers any and all UMU programs licensed by You, including related documentation and any update and upgrade of the programs delivered to You under the purchased license or any related service agreement and any copy of these items (together the "Software").
1. Grant of License.
Subject to payment of the applicable license fees and subject to the following terms and conditions, UMU hereby grants You a time-limited, non-exclusive right to use one copy of the specified version of the specified Software during the Subscription Period. The “Subscription Period” shall begin on the date of Your initial purchase of the Software, and shall last for the period of time set forth in the Documentation or the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Software. The Software may automatically deactivate and become non-operational at the end of the Subscription Period and You will not be entitled to receive any feature or content updates to the Software unless the Service Period is renewed. UMU reserves any and all rights not expressly granted to You.
This License Agreement governs any releases, revisions, updates or enhancements to the Software that UMU may make available to You. Except as may be modified by the Documentation, and subject to UMU’s right to terminate for Your breach pursuant to Section 13, Your rights and obligations under this License Agreement with respect to the use of this Software are as follows.
During the Subscription Period, You may:
A) Install and use the Software only on a singe mobile telephone, mobile computing device or other such hardware. If a greater number of copies and/or number of devices is specified within the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Software, You may use the Software in accordance with such specifications.
B) Make copies of the Software for backup purposes only. This license authorizes You to make only as many back-up copies of the Software as are necessary for its lawful use and solely for back-up purposes, provided that all such copies contain all of the Software's proprietary notices. You will maintain records of the number and location of all copies of the Software and will take all reasonable precautions to protect the Software from unauthorized copying or use.
C) Permanently transfer all of Your rights in the Software granted under this License Agreement to another person or entity, provided that You retain no copies of the Software and the transferee agrees to the terms of this License Agreement. Partial transfer of Your rights under this License Agreement shall not be permitted. For example, if the applicable documentation grants You the right to use multiple copies of the Software, only a transfer of the rights to use all such copies of the Software would be valid.
You may not, nor may You permit any other person to:
A) Install and use the Software contrary to the terms of this Agreement.
B) Distribute copies of the Software to a third party, electronically transfer the Software to a unit belonging to a third party or permit a third party to copy the Software.
C) Modify, adapt, translate, rent, lease, resell, distribute or create derivative works based upon the Software and/or related files (including but not limited to virus definition databases and descriptions) or any part thereof.
D) Decompile, reverse engineer, disassemble, or otherwise reduce the Software and/or related files (including but not limited to virus definition databases and descriptions) to any human-readable form. The interface information necessary to achieve interoperability of the Software with independently created Device programs will be provided by UMU on request on payment of its reasonable costs and expenses for procuring and supplying such information. In the event UMU notifies You that it does not intend to make any such information available for any reason, including (without limitation) costs, You shall be permitted to take such steps as required to achieve interoperability provided that You may only reverse engineer or decompile to the extent permitted by law.
E) Use the documentation for any purpose other than to support Your use of the Software.
F) Disclose the license authorization code provided for the program installation (including but not limited to login name and registration key) to any third party.
G) Use the Software or any portion thereof to implement any product or service to operate on or in connection with the Software for any other purpose than granted herein.
H) Use the Software to publish, distribute and/or obtain software or content (i) not specifically related to UMU products and/or services and (ii) not security-related (or any update to any such software or content).
I) use the Software in any manner that is not permitted pursuant to this License Agreement.
1.3. If You sell the Device on which the Software is installed, You must ensure that all copies of the Software have been previously deleted unless You are permanently transferring all of Your rights to the purchaser in accordance with Section 1.1(C).
2. Evaluation License.
An Evaluation License is applicable when You install an evaluation version of the Software or You are granted such a license by UMU or its resellers for evaluation purposes. The Software is licensed to You for the sole purpose of evaluating the Software and only for a specified evaluation period, which will begin on the date that the Software is first installed by You. After the specified time period, You must either purchase the Software license from UMU or its reseller, or destroy and stop using the Software. If You purchase the Software before the expiration of the evaluation time and register the Software, You have a valid license and You do not need to destroy the Software. UMU shall have no obligation to provide support or maintenance services for Evaluation Licenses.
The Software is protected by copyright. UMU and its suppliers own and retain all rights, title and interest in and to the Software, including all copyrights, patents, trademarks and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to You any title to the intellectual property in the Software and You will not acquire any rights to the Software except as expressly set forth in this Agreement.
4. Software Feature and Content Updates.
You shall have the right to receive new features to the Software as UMU, in its sole discretion, makes such features available with the Software during Your Subscription Period. UMU may, at its discretion, add, modify or remove features from the Software at any time with or without notice to You.
Certain Software uses content that is updated from time to time; these updates are collectively referred to as “Content Updates” (or alternatively referred to as “Protection Updates” or “Security Updates” at times). You shall have the right to receive Content Updates for the Software during Your Subscription Period.
5. Product Installation and License Enforcement.
During the installation process, the Software may uninstall or disable other security products, or features thereof, if such products or features are incompatible with the Software or for purposes of improving the overall functionality of the Software.
5.2. License Enforcement.
There may be technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that UMU may use these measures to protect UMU against software piracy. This Software may contain enforcement technology that limits the ability to install and uninstall the Software on a device to not more than a finite number of times for a finite number of devices. This License Agreement and the Software containing enforcement technology require activation. The Software will not operate or will only operate for a finite period of time prior to Software activation by You. During activation, You may be required to provide Your unique product key accompanying the Software in the form of an alphanumeric code to verify the authenticity of the Software. If You do not complete the activation within the finite period of time as prompted by the Software, the Software will cease to function until activation is complete, at which time the Software functionality will be restored. In the event that You are not able to activate the Software, You may contact UMU Customer Support.
6. Privacy and Data Protection.
From time to time, the Software may collect certain information from the device on which it is installed, which may include:
A) Information regarding installation of the Software. This information indicates to UMU whether installation of the Software was successfully completed and is collected by UMU for the purpose of evaluating and improving UMU’s product installation success rate. This information will not be correlated with any personally identifiable information.
B) Information on potential security risks as well as URLs of websites visited that the Software deems potentially fraudulent. The URLs could contain personally identifiable information that a potentially fraudulent website is attempting to obtain without Your permission. This information is collected by UMU for the purpose of evaluating and improving the ability of UMU’s products to detect malicious behaviour, potentially fraudulent websites and other security risks. This information will not be correlated with any personally identifiable information.
C) Files that are identified as potential malware, including information on the actions taken by such files at the time of installation. These files are submitted to UMU using the Software’s automatic submission function. The collected files could contain personally identifiable information that has been obtained by the malware without Your permission. Files of this type are being collected by UMU only for the purpose of improving the ability of UMU’s products to detect malicious behaviour. UMU will not correlate these files with any personally identifiable information. Such automatic submission function may be deactivated after installation by following the instructions in the Documentation for applicable products.
D) The International Mobile Equipment Identity (IMEI) and International Mobile Subscriber Identity (IMSI) for the mobile telecommunications device used with the Software. This information is being collected for the purpose of being able to identify the telecommunications device eligible to receive Content Updates for the Software. This information will not be correlated with any other personally identifiable information.
E) Other general, statistical information used for product administration and analysis, and for improving product functionality. This information will not be correlated with any personally identifiable information.
The collected information as set out above is necessary for the purpose of optimising the functionality of UMU’s products and may be transferred to the UMU in the United Kingdom or other countries that may have less protective data protection laws than the region in which You are situated (including the European Union), but UMU has taken steps so that the collected information, if transferred, receives an adequate level of protection.
UMU may disclose the collected information if asked to do so by a law enforcement official as required or permitted by law or in response to a court order or other legal process. In order to promote awareness, detection and prevention of security risks, UMU may share certain information with research organizations and other security software vendors. UMU may also use statistics derived from the information to track and publish reports on security risk trends. By using the Software, You acknowledge and agree that UMU may collect, transmit, store, disclose and analyse such information for these purposes.
7. Limited Warranty and Disclaimers.
7.1. Limited Warranty on Media.
UMU warrants that the media on which the Software is distributed will be free from defects in material and workmanship under normal use for 30 days from the date of delivery. However, UMU does not give any warranties on media if the Software is downloaded or delivered as bundled with third party device. Any implied warranties on the media, including implied warranties of merchantability and fitness for a particular purpose, are limited in duration to 30 days from the date of delivery. UMU will, at its option, replace the media or refund the purchase price of the media. UMU shall have no responsibility to replace or refund the purchase price of any media which is damaged by accident, abuse or misapplication.
7.2. Limited Warranty on Software.
UMU does not warrant that the Software will meet Your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
7.3. Complete Statement of Warranty.
The limited warranties provided in the preceding paragraphs are the only warranties of any kind that are made by UMU on the Software. No oral or written information or advice given by UMU, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of the foregoing limited warranty and You may not rely on any such information or advice. You may have other rights which vary from state to state and country to country.
8. Limitation of Liability.
SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL UMU OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF UMU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO CASE SHALL UMU’S OR ITS LICENSORS’ LIABILITY EXCEED THE PURCHASE PRICE WHICH YOU PAID FOR THE APPLICABLE SERVICE PERIOD. The disclaimers and limitations set forth above will apply regardless of whether You accept the Software.
9. Your Statutory Rights.
This Agreement gives You specific legal rights and You may also have other rights that vary from state to state and country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
10. Export Restrictions (exclusively for cryptographic software).
If the Software is shipped or otherwise distributed to You from the United States of America, You acknowledge that the Software and the maintenance and support services including without limitation technical services and technical data (e.g., manuals, blueprints, plans, diagrams, models, formulae, tables, engineering designs and specifications and instructions written or recorded) and any other such technical services and technical data ("the Services") are of U.S. origin for purposes of U.S. export control laws, regulations, administrative acts or Executive Orders, and any amendments thereof, including without limitation the Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder (the "U.S. Export Control Laws"). You agree to comply with all applicable U.S. Export Control Laws and any applicable international laws and regulations that apply to the Software and to the Services, including without limitation the Act as well as end-user, end-use and destination restrictions issued by the U.S. and other governments. If the Software is shipped or otherwise distributed to You from a country other than the United States of America, You agree to comply with the local regulations regarding exporting and/or using cryptographic software. In all cases, UMU will not be liable for the illegal export and/or use of its cryptographic software by You.
11. U.S. Government Restricted Rights.
The Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software - Restricted Rights" and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of this License Agreement.
12. High Risk Activities.
The Software is not fault-tolerant unless expressly stated in product documentation and is not designed, manufactured or intended for use or resale as over-the-air control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). UMU and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
The license will terminate immediately without notice if You are in breach of any of its terms and conditions. You shall not be entitled to a refund from UMU or any of its resellers as a result of termination. The terms and conditions concerning restrictions on use shall continue in force even after any termination.
14. Updating this Agreement.
UMU may revise this Agreement at any time and the revised Agreement shall automatically apply to the corresponding versions of the Software distributed with the revised Agreement.
15.1. If any part of this Agreement is found void and unenforceable, it shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.
15.2 This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and You with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between UMU and You relating to that subject matter. You agree that you have not relied on any prior representation or materials to entering into this Agreement.
15.3 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
16. Third Parties.
This Agreement does not create any right enforceable by any person who is not a party to it ("Third Party") under the Contracts (Rights of Third Parties) Act 1999, but this clause does not affect any right or remedy of a Third Party which exists or is available apart from that Act.
This Agreement shall be governed under the Laws of England without regard to conflict of laws, rules and principles and without regard to the United Nations Convention of Contracts for the International Sales of Goods. The courts of England shall have the exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Notwithstanding the foregoing, in the case of purchases made within or on behalf of licensees residing within or operating under the laws of the United States the governing law of this Agreement shall be the laws of the State of California without regard to conflict of laws, rules and principles and without regard to the United Nations Convention of Contracts for the International Sales of Goods. The federal and state courts of California shall have the exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement.
Although UMU may make this license available to You in other languages for Your convenience, the language of this license shall be English, and all communications in respect to this license agreement shall be in English. In case of controversy or inconsistency between translations of this Agreement to other languages, the English version issued by UMU shall prevail.