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MALWAREBYTES® END USER LICENSE AGREEMENT (FOR BUSINESS)

	THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE "EULA") GOVERN USE OF THE SOFTWARE. 

	PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. 

	1. For purposes of this EULA, the following definitions shall apply: 

	a. "End User" means and refers to an end user of the Software. 

	b. "Computer" means a desktop computer, laptop computer, virtual machine or mobile device designed for use by one person at a time; the term "Computer" does not mean or include a server, network, group or system of Computers, VPN, or any other configuration designed for or reasonably available for use by more than one person. 

	c. "Customer" means and refers to the person or entity who has purchased from Malwarebytes the license for the Software to which this EULA applies. 

	d. "Software" means the Malwarebytes software to which this EULA applies. 

	e. "Term" means the duration of the license of the Software as specified in the document(s) pursuant to which Customer has purchased such license from Malwarebytes, subject to the provisions in this EULA regarding termination of such Term. 

	2. By doing any one or more of the following (each an "End User Acceptance"), End User becomes legally bound to this EULA and acknowledges that such End User has read, understood, and agreed to all terms, provisions, conditions, obligations, and liabilities in this EULA: downloading the Software onto any Computer, installing the Software on any Computer; clicking on any "I accept" "Okay" and/or similar button or response presented by the Software; and/or utilizing the Software on any Computer. If there is no End User Acceptance then End User shall have no right to utilize the Software.  

	3. By purchasing one or more licenses for the Software, Customer becomes legally bound to this End User Agreement and acknowledges that such Customer has read, understood, and agreed to all terms, provisions, conditions, obligations, and liabilities applicable to Customer in this EULA, provided, however, that if Customer and Malwarebytes have entered into a separate agreement for the license of the Software, such as a Master Software License Agreement (in any such instance, a "Separate Customer Agreement"), then, as between Malwarebytes and such Customer, the provisions of such Separate Customer Agreement shall control in lieu of provisions of this EULA applicable to Customer. 

	4. Conditioned upon full compliance with the terms and conditions of this EULA, Malwarebytes grants to: (a) Customer, throughout the Term, a non-exclusive, non-transferable license to utilize that number of copies of the Software that have been purchased by Customer from Malwarebytes, in executable form and solely for internal business purposes; and (b) to End User, throughout the Term, a non-exclusive, non-transferable license to utilize, solely on one Computer (save and except as expressly otherwise permitted by this EULA), one copy of the Software, in executable form and solely for internal business purposes. 

	5. This EULA shall apply throughout the Term. Upon a breach of this EULA by Customer and/or End User, Malwarebytes reserves the right, in addition to any and all legal, equitable, and/or other remedies, to, without notice, suspend and/or terminate the Term.  

	6. It shall not be a violation of this EULA to install the Software on a Computer (a "Successor Computer") other than the Computer on which the Software is originally installed (the "Original Computer"), provided that each of the following conditions is met: (a) the Original Computer is lost, stolen, destroyed, or taken out of service; (b) in the event that the Original Computer is taken out of service, the Software is immediately deleted from the Original Computer; and (c) the Software is installed on only one Successor Computer. If a Successor Computer is lost, stolen, destroyed, or taken out of service, then the foregoing shall apply as if such Successor Computer were the Original Computer. Notwithstanding the foregoing, it shall be a violation of this EULA to install the Software on more than one Successor Computer during any period of ninety (90) consecutive days.  

	 7. Each of the following shall be a violation of this EULA if done directly or indirectly by End User or Customer: (a) using or making 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; (b) copying (except in the course of loading or installing) or modifying the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (c) transferring, sublicensing, leasing, lending, renting, or otherwise distributing the Software to any third party; and/or (d) making 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.  

	 8. End User and Customer each agree that: (a) the Software is licensed hereunder and not sold; (b) although Malwarebytes may not own the media on which the Software is recorded, Malwarebytes retains ownership of the Software itself, any related data or databases used by Malwarebytes or the Software (the "Database"), any and all intellectual property at any time included in and/or pertaining to the Software and/or the Database; (c) the Software and/or the Database are now and/or may hereafter be protected by copyright laws of the United States and/or other jurisdictions, trademark laws of the United States and/or other jurisdictions, and other laws, rules and regulations of the United States and/or other jurisdictions (including without limitation treaties) in respect of Intellectual Property Rights and that neither End User nor Customer shall delete or in any manner alter the copyright, trademark, and/or other proprietary rights notice and/or marking appearing on or within the Software; and (d) any and all rights not expressly granted pursuant to this EULA are reserved by and to Malwarebytes.  

	 9. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. MALWAREBYTES DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MALWAREBYTES DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE IN AN ERROR-FREE AND/OR UNINTERRUPTED MANNER AND/OR THAT THE SOFTWARE WILL MITIGATE ANY PARTICULAR MALWARE.  

	 10. End User and Customer each agree that Malwarebytes may receive and collect data ("Collected Data"), transmitted by the Software through its normal functionality, from each Computer about: (a) malicious software and/or other threats identified by the Software; (b) this EULA, including the version of the Software being used by each Computer; (c) the conditions under which the Software is operating; and (d) the geographic location(s) from which the Software is operating. End User and Customer each agree that Collected Data may be used by Malwarebytes to identify and track malicious software and other security threats, evaluate and improve Malwarebytes' products and services, and ensure compliance with this EULA. Malwarebytes represents and warrants that the Collected Data shall not include any personally identifiable information.  

	 11. The Software may be operated on a network, provided that: (a) the maximum number of Computers having the ability, directly or indirectly, to access the Software via such network, now and at any time during the Term, does not exceed the number of Computers with respect to which Customer has purchased the Software; and (b) the Computers that have access to the network (the "Network Computers") are at all times the same Computers, it being agreed, however, that a Network Computer may be replaced with another Computer only if a Network Computer is lost, stolen, destroyed, or taken out of service, and it being further agreed that there shall be not more than one (1) such substitution of a Network Computer during any period of ninety (90) consecutive days.  

	 12. This EULA extends to Customer's Affiliates, provided that the total number of Computers utilized hereunder in the aggregate does not exceed the number of Computers with respect to which Customer has purchased the Software and further provided that Customer hereby covenants and agrees that: (a) Customer has provided each such Affiliate with a copy of this EULA prior to use by such Affiliate or its End User(s) of the Software; (b) each such Affiliate shall comply with all obligations and covenants imposed by this EULA upon Customer with respect to the use of the Software; and (c) each such Affiliate shall be responsible for all liabilities imposed by this EULA upon Customer as if such Affiliate were Customer. For purposes hereof, "Affiliate" means any entity that Customer controls, by which Customer is controlled, or with respect to which Customer is under common control. For purposes of this Agreement, the term "control" means the power (or, as applicable, the possession or exercise of the power) to direct, or cause the direction of, the management, governance, or policies of a given entity, directly or indirectly, through any applicable means (whether through the legal, beneficial, or equitable ownership, of more than fifty percent (50%) of the aggregate of all voting or equity interests or securities of such entity, through partnership, or through some other form of ownership interest, by contract, or other applicable legal document, or otherwise).  

	 13. Malwarebytes represents and warrants to Customer that: (a) Malwarebytes has the full power, capacity and authority to enter into and perform this EULA and to make the grant of rights contained herein; (b) Malwarebytes performance of this EULA does not and will not violate or conflict with any agreement to which it is a party; (c) Malwarebytes performance under this EULA shall at all times comply with all federal, state and local laws and regulations; (d) any physical media manufactured by Malwarebytes on which the Software is distributed will be free from defects for a period of sixty (60) days from the date of delivery of the Software; (e) use of the Software in accordance with this EULA shall not infringe the intellectual property rights of any third party; (f) at the time of delivery, the Software is free from viruses, spyware, and other similar harmful and destructive code; and (g) throughout the period of (60) days beginning on the date of the delivery of the Software, the Software shall operate in accordance with its Documentation (the "Performance Warranty"). For purposes of this EULA, "Documentation" means any documentation, written or in electronic form, provided by Malwarebytes to Customer specifically referring to the operation and/or specifications of the Software. Malwarebytes reserves the right to update any and all Documentation from time to time via its website (currently www.malwarebytes.org).  

	 14. Each of the following done directly or indirectly by End User or Customer shall be deemed to void the Performance Warranty: (a) altering the Software other than with the prior, written consent of Malwarebytes in each instance; (b) operating the Software other than in compliance with the Documentation applicable to such Software; and (c) bundling the Software for operation with third-party software other than in a manner expressly approved of in the relevant Documentation.  

	 15. Customer hereby represents and warrants that: (a) Customer has the full power, capacity and authority to enter into and perform this EULA; (b) Customer's performance of this EULA does not and will not violate or conflict with any agreement to which Customer is a party; (c) Customer's performance under this EULA shall at all times comply with all federal, state and local laws and regulations; and (d) Customer shall not, directly or indirectly, reverse engineer, decompile and/or disassemble any of the Software.  

	 16. Malwarebytes shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, injuries, awards, judgments, claims, and expenses (including without limitation reasonable attorneys' fees actually incurred) arising with respect to any one or more of the following: (a) a good faith claim that the Software infringes any patent, trademark, copyright, trade secret, and/or Intellectual Property Right of any person or entity; or (b) a breach of this EULA by Malwarebytes. For purposes hereof, "Intellectual Property Rights" means patent rights, copyright rights, trademark, trade name, service mark, moral rights and/or other similar intellectual property rights of whatsoever nature throughout the world, whether or not registered or capable of registration, and further including all renewals and/or extensions thereof.  

	 17. With respect to indemnity claimed by Customer hereunder: 

	a. Malwarebytes shall have no indemnification obligation hereunder to the extent that the Software was: (i) modified without the prior, written consent of Malwarebytes in each instance; (ii) operated other than in compliance with the Documentation applicable to the Software; and/or (iii) bundled for operation with third-party software other than in a manner expressly approved of in the Documentation. 

	 b. Malwarebytes may, at its sole option and expense: (i) procure for Customer the right to continue using the Software under the terms of this EULA; (ii) replace or modify such Software so that it is non-infringing and substantially equivalent in function to the Software that is the subject of this EULA; or (iii) if options (i) and (ii), above, cannot be accomplished despite Malwarebytes' reasonable efforts, then Malwarebytes may terminate this EULA and refund to Customer the unamortized portion of the monies paid by Customer for the Software, based upon a straight-line five (5) year depreciation commencing as of the date of Customer's receipt of the Software. Any indemnification obligations of Malwarebytes to Customer remaining after such action shall continue to be governed by this Section 17.  

	 18. Customer shall indemnify, defend, and hold harmless Malwarebytes, and Malwarebytes' officers, directors, employees, and authorized agents, and their respective heirs, successors, and assigns from and against any and all losses, damages, injuries, awards, judgments, claims, and expenses (including without limitation reasonable attorneys' fees actually incurred) arising with respect to a breach of this EULA by Customer and/or any End User.  

	 19. SAVE AND EXCEPT AS MAY BE EXPRESSLY STATED OTHERWISE IN THIS EULA, NEITHER CUSTOMER NOR MAWAREBYTES SHALL HAVE ANY OBLIGATION TO THE OTHER, OR TO ANY OTHER PERSON OR ENTITY, ARISING WITH RESPECT TO THIS EULA AND/OR THE SOFTWARE FOR CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, SPECIAL DAMAGES, LOSS OF ACTUAL AND/OR POTENTIAL PROFITS, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF DATA, AND/OR INCIDENTAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF, KNEW OF, AND/OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SAME. THE FOREGOING SHALL NOT APPLY TO A CLAIM BY MALWAREBYTES ARISING PURSUANT TO SECTION 15(d) OF THIS EULA OR TO A CLAIM BY CUSTOMER ARISING PURSUANT TO SECTION 13(e) OF THIS EULA.  

	 20. SAVE AND EXCEPT AS MAY BE EXPRESSLY STATED OTHERWISE IN THIS EULA, THE MAXIMUM AMOUNT OF DAMAGES RECOVERABLE BY CUSTOMER AND/OR ANY END USER, IN THE AGGREGATE, FROM MALWAREBYTES IN CONNECTION WITH THIS EULA SHALL BE EQUAL TO THE AMOUNT OF MONIES THAT AS OF SUCH DATE ACTUALLY HAVE BEEN RECEIVED BY MALWAREBYTES FROM CUSTOMER WITH RESPECT TO CUSTOMER'S LICENSE OF THE SOFTWARE. THE FOREGOING SHALL NOT APPLY TO A CLAIM BY CUSTOMER ARISING PURSUANT TO SECTION 13(e) OF THIS EULA.  

	 21. The following provisions of this EULA shall not apply and shall be of no force or effect with respect to any use of the Software as a trial product, during a trial period, during an evaluation, and/or under any other circumstance where there has been no monetary purchase of a license of the Software by Customer from Malwarebytes: Sections 13, 16, and 17.  

	 22. This EULA is and shall be subject to and governed by the laws of the State of California, without giving effect to provisions or procedures regarding conflicts of laws. Any action or proceeding related to or arising out of this EULA shall be resolved only in a court of competent jurisdiction located in the Santa Clara County, State of California, it being acknowledged and agrees that the Parties hereby consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere.  

	 23. In the event any provision hereof is held void or unenforceable by any court of competent jurisdiction, then such provision shall be deemed severed from this EULA and shall not affect the remaining provisions hereof.  

	 24. This EULA may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  

	 25. This EULA is the entire agreement between Malwarebytes, End User, and Customer, and supersedes any and all prior agreements, understandings and communications, either verbal or in writing, between Malwarebytes, End User, and/or Customer with respect to the subject matter contained herein.  

	 26. Any failure by Malwarebytes to comply with any obligation, agreement or condition herein may be expressly waived in writing, but such waiver or failure to insist upon strict compliance with such obligation, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any such subsequent or other failure.  

	 27. This EULA shall be binding upon and shall inure to the benefit of Malwarebytes, End User, and Customer, and the respective successors and permitted assigns of each.

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