Contents

  1. DEFINITIONS
  2. LICENSE
  3. TITLE AND COPYRIGHT
  4. UPDATES
  5. MAINTENANCE AND SUPPORT
  6. WARRANTY AND LIMITATION OF LIABILITY
  7. TERM AND TERMINATION
  8. U.S. GOVERNMENT RESTRICTED RIGHTS
  9. PRIVACY AND COMBATING INTERNET CRIME
  10. GOVERNING LAW AND GENERAL PROVISIONS

SOFTWARE LICENSE TERMS

1st March 2010 Edition

Important

THESE ARE THE PREVX LIMITED SOFTWARE LICENSE TERMS AND THEY APPLY TO PREVX SOFTWARE, INCLUDING THE SOFTWARE WHICH THEY ARE SUPPLIED WITH OR TO WHICH THEY ARE APPLIED BY US.

PLEASE READ THEM CAREFULLY AS THEY ARE A LEGAL AGREEMENT BETWEEN YOU AND PREVX.

CLICKING ANY ACCEPT BUTTON OR CHECKBOX, OR CHOOSING TO INSTALL THE PREVX SOFTWARE OR LICENSE KEY, CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.

OUR LIABILITY IS LIMITED BY THE PROVISIONS OF CLAUSE 6 BELOW, BUT NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANY CONSUMER RIGHTS TO THE EXTENT PROHIBITED BY LAW.

ALL COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PREVX SOFTWARE TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION, MATERIAL AND UPDATES BELONG TO PREVX LIMITED.

  1. DEFINITIONS

    2. In this Software License, the following words shall have the corresponding meanings:-

    "Affiliate" means any company, any subsidiary of that company, holding company of that company, or subsidiary of that holding company, and the terms "holding company" and "subsidiary" have the meanings given in Section 1159 of the Companies Act 2006;

    "Attack Data" means data in relation to the computer on which the Prevx Software is installed collected by the Prevx Software and reported anonymously online to Prevx and the Prevx Community Threat Database, including data as to files and programs installed and/or seeking to run on the computer, data as to web pages visited (including URLs and IP Addresses), data as to threats found, attempted intrusion events and other events generated. Events are generated by program activity on your computer which violates a trigger (or policy) within the Prevx Software. A policy is a rule within the Prevx Software to monitor areas of your computer system for program activity. For more information, see Clause 9;

    "Free Functionality" means any free functionality which the Prevx Software provides automatically without the need for a Software License Key, including as may explained on our Website from time to time, such as the free detect-only mode for the Prevx anti-malware product;

    "Machine ID" means any available code or combination of available codes which (as far as possible) uniquely identify a physical computer and/or operating system, which PREVX determines, such as an operating system id, host id, disk drive serial number, MAC or IP address;

    "Paid-For Functionality" means any functionality of the Prevx Software, other than Free Functionality, which must be paid for or otherwise requires a Software License Key;

    "Prevx", "we", "us", and "our" mean Prevx Limited, a company registered in England and Wales with company number 04181251 and address at 3 New Park Place, Pride Park, Derby, Derbyshire, DE24 8DZ, United Kingdom. PREVX's VAT number is 772 001270;

    "Prevx Software" mean the Prevx software downloaded by you from our Website or otherwise supplied by us or any of our partners, agents or resellers to you, or acquired by you, which this Software License accompanies, or in respect of which this Software License is otherwise applied by us, together with any associated documentation and any other relevant operational literature contained within the Prevx Software, and any Updates provided to you from time to time by Prevx. The Prevx Software may include the Prevx anti-malware product and the Prevx SafeOnline product. The Prevx Software provides security functionality and reports anonymous threat data to Prevx's Community Threat Database;

    "Prevx Community Threat Database" means Prevx remote online central database(s) which the Prevx Software requires access to in order for certain functionality to operate. For further information see Clause 9 below. The Prevx Community Threat Database provides a range of functions in connection with the Prevx Software including, as part of any scanning or real-time detection functionality, checking programs installed or running on your computer, and URLs and IP Addresses you are visiting through your web browser, against a remote database of threats, analysing suspicious programs found on your computer for threats, collecting (on an anonymous basis) Attack Data from your computer for general analysis and use in the fight against Internet crime and to improve the knowledge of the Prevx Community Threat Database, and providing threat removal instructions;

    "Software License" means the software license set out in this document, on the terms set out in this document;

    "Software License Key" means a license key which activates and enables use of the Prevx Software or any Paid-For Functionality within the Prevx Software, for a defined period of time. The scope of the rights and permissions granted by any Software License Key and its duration will be as specified by Prevx at the time you order and purchase the same from Prevx or are otherwise supplied with the same;

    "you" or "your" means the person (including individuals, firms and companies and other organisations) to whom this Software License has been granted and who has purchased any Software License Key, or to whom this Software License may be transferred in accordance with Clause 2.6;

    "Updates" means updates to the Prevx Software provided to you from time to time by Prevx, including security or software fixes, upgrades, new versions and releases, and updates to any policies data and documentation provided to you from time to time by Prevx; and

    "Website" means all and any website(s) operated by Prevx from time to time, including our website http://www.prevx.com.

  2. LICENSE

    3. 2.1 Scope

    Subject to all of the other terms and conditions of this Software License, Prevx grants you a non-exclusive license to download and run one or more copies of the Prevx Software on personal or business computers.

    2.2 Functionality

    1. Free Functionality

      2. You may use any Free Functionality free of charge and without the need for a Software License Key.

    2. Paid-For Functionality

      3. You may use any Paid-For Functionality of the Prevx Software which is authorised by the Software License Key(s) you order and purchase from us or which you otherwise validly obtain from us or any of our authorised partners and resellers, and inputted by you into the Prevx Software from time to time. You are responsible for inputting into the Prevx Software the code of any Software License Key to activate the Paid-For Functionality.

    2.3 Duration

    1. Free Functionality

      2. In relation to any Free Functionality, you may use the Prevx Software without limit of time, unless and until we notify you otherwise.

    2. Paid-For Functionality

      3. In relation to any Paid-For Functionality, as enabled by a Software License Key, the Software License will commence when you input the Software License Key in an installation of the Prevx Software and this is verified by the Prevx Software online with our systems. If you have a Software License Key which covers multiple computers, then the Software License will commence, and the Software License Key period will start running, for all computers, the first time you input the Software License Key for any installation of the Prevx Software, even if you don't use the Software License Key for all of the computers it covers. If you have not inputted the Software License Key and activated the Paid-For Functionality for at least one (1) of the permitted computers covered your Software License Key within 1 year of your having been supplied the Software License Key, we may terminate the Software License Key. When the Software License commences, you may use the Paid-For Functionality for the duration permitted by your current valid and in force Software License Key, and the Prevx Software will inform you as to how long a Software License Key has to run. You are responsible for renewing your Software License Key when it expires.

    2.4 Permitted Use

    1. Home Use

      2. If you downloaded or purchased your Prevx Software or Software License Key for home use, then the Prevx Software may only be used on a personal computer you (or anyone in your household) own or lease, which is used by your household for home domestic use (as well as any business you run from home).

    2. Business Use

      3. If you downloaded or purchased your Prevx Software or Software License Key for business use, you may only use the Prevx Software on computers used by you in connection with your business or occupation, or any other use which is not home domestic use, and references to "business use" in this Software License are to any such use. The Prevx Software may and may only be used for your benefit on computers in your possession, owned or leased by you. If you are a company, you may also use the Prevx Software for the benefit of your Affiliates on computers in your or your Affiliates' possession, which are owned or leased by you or your Affiliates.

    2.5 Permitted Installations

    1. Free Functionality

      2. In relation to any Free Functionality, you may install and run as many copies of the Prevx Software as you wish on any number of computers, subject to Clause 2.4.

    2. Paid-For Functionality

      3. In relation to any Paid-For Functionality, you may install and run the Prevx Software using the Paid-For Functionality on the number of computers permitted by the current valid and in force Software License Key or Key(s) ordered and purchased by you or otherwise supplied by us to you and inputted by you into the Prevx Software from time to time, subject to Clause 2.4, PROVIDED THAT:-

      1. Licensed by reference to a specific computer

        2. The Prevx Software is licensed by reference to, and each installation is linked to, the physical computer on which you install the Prevx Software and the operating system and Machine ID of that computer, so that the first time the Prevx Software is installed on a computer, the operating system and Machine ID is captured, and this uses up one of the number of computers permitted by the Software License Key. The operating system and Machine ID is recorded by Prevx in its database, so that you may not have more Machine IDs registered for the Prevx Software than the number of computers permitted by your Software License Key.

      2. No transfer to another computer

        3. Once the Prevx Software has been installed on a computer for a given operating system and Machine ID, you may not move that installation to another computer, operating system or Machine ID, or change the operating system or Machine ID for that installation, so that such installation will be considered to have used up one of the number of computers permitted by the Software License Key. However, we may, in our discretion, permit you to move an installation of the Prevx Software to another computer of yours, and accordingly to change the operating system and Machine ID for that installation, if the computer on which the Prevx Software is currently installed is immediately going to be taken out of use and disposed of following such move.

      3. Licensed only for a single operating system per computer

        4. If you operate more than one operating system on a computer, including multiple-boot, or virtual operating system environments, then each computer installation permitted by your Software License Key will only cover installation in one of the operating system environments, so that if you install the Prevx Software for more than one operating system or virtual operating system environment, on the same physical computer, those installations will count as additional installations and computers for the purposes of your Software License Key.

    3. Prevx Enterprise Software

      4. If the Prevx Software consists of an enterprise server console, then it may be installed and used by you on a server to operate, administer and manage your installations of the client/agent Prevx Software which have on your personal computer workstations and those of your Affiliates. The enterprise server console may provide functionality such as managing communications with the Prevx Community Threat Database, agent control and reporting, setting of scan, remediation and quarantine policies, and analysis and reporting tools to find, track and recall infection details. Note that if you also install any client/agent Prevx Software on the server as well, to protect that server, this will count as one of your computers for the purposes of any multiple computer Software License Key.

    2.6 Transferring (e.g. selling) your license to a third party

    You may permanently (and not temporarily) transfer the Software License (including the unexpired portion of any Software License Key(s)) to any third party, SUBJECT TO THE FOLLOWING CONDITIONS:-

    1. Business Users

      2. If you purchased the Prevx Software for business use, you may only transfer the Software License to another business user that is acquiring the whole or substantially the whole of your business and assets, and provided that such transfer takes place at the same time as the transfer of your business and assets.

    2. Re-Registering Software License

      3. The third party must first contact us to re-register the Software License in their name and accept the terms of this Software License, and we reserve the right to refuse any transfer on reasonable grounds, including transfers whose purpose is to avoid the payment of license fees.

    3. No Transfer Back To You

      4. The third party may not subsequently transfer the Software License back to you, without our consent, which may be refused absolutely.

    4. Delete Your Installations

      5. You must delete all installations of the Prevx Software from your computers (and those of your Affiliates), unless you are transferring to the third party the computers on which the Prevx Software is installed, at the same time as the transfer of the Software License and Software License Key(s).

    5. Transfer as a Whole

      6. If your Software License Key covers installation on more than one computer and/or includes any server console software, then you must transfer the Software License and Software License Key as a whole, including all installation rights. You may not split a Software License Key that covers installation on more than one computer and/or includes any server console software; for instance, you may not allow different individuals or legal entities (who are not your Affiliates) to use the same multiple-computer Software License Key to activate Paid-For Functionality on their installations of the Prevx Software.

    2.7 Prevx Community Threat Database Service

    The Prevx Software requires access to the Prevx Community Threat Database Service for certain functionality to operate correctly, such as for the purposes of scanning programs and URLs for threats, and receiving threat removal instructions. Such access is through the internet, and you are responsible for maintaining your own internet connection for any computer on which you install and run the Prevx Software. This Software License gives you permission to access to the Prevx Community Threat Database Service for the Prevx Software you have downloaded, in connection with the Free and Paid-For Functionality which this Software License and any associated Software License Key(s) cover from time to time for the duration of this Software License. The Prevx Community Threat Database Service may be subject to downtime from time to time for the purposes of maintenance, repair, upgrade and update.

    2.8 Your general obligations

    By accepting this Software License, you undertake:

    1. Downloading

      2. to be responsible for downloading, installing and running the Prevx Software

    2. No Reverse Engineering

      3. except as permitted in this Software License, not to disassemble, decompile or reverse engineer the Prevx Software or otherwise attempt to derive the source code (or the underlying ideas, structure, sequence, organization or algorithms) from the Prevx Software, except to the limited extent expressly permitted by applicable law;

    3. No Use By Third Parties

      4. to use the Prevx Software solely on your own computer(s) for your own internal purposes (and that of your Affiliates), and not for the benefit of any third party, and accordingly you undertake not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works of the Prevx Software or use of any the Prevx Software in connection with any timesharing arrangement or service bureau for the benefit of a third party;

    4. Destroy Copies on Termination

      5. within 14 days after the date of termination or discontinuance of this Software License for whatever reason, to uninstall and destroy all copies of the Prevx Software you have made or which are in your possession or control; and

    5. Reproduce Copyright Notices

      6. to reproduce and not to remove, modify or obscure any copyright notice, trademark or any other proprietary notice of Prevx as it appears in or on the Prevx Software, on all copies which you make.

    2.9 Source Code

    For the avoidance of doubt, this Software License only covers the executable files we supply and does not extend to any source code.

    2.10 Audit

    You agree to permit us to audit your use of the Prevx Software, including allowing us to visit and inspect any computers on which it is installed.

  3. TITLE AND COPYRIGHT

    4. The Prevx Software is proprietary to Prevx and/or its licensors. All right, title and interest in and to the Prevx Software and all copyright, trade secret rights, patents, trademarks and any other intellectual property or proprietary rights in and to the Prevx Software, and all copies of the Prevx Software, regardless of the form or media on which it exists, shall at all times remain the exclusive property of Prevx. All rights not expressly granted under this Software License are reserved by Prevx. You hereby acknowledge our ownership and rights stated above.

  4. UPDATES

    5. All Updates shall be subject to the terms of this Software License, and the original Prevx Software licensed to you under this Software License and all Updates shall together constitute the Prevx Software licensed under this Software License. No Updates shall give you any right to install and run any more copies of the Prevx Software than may be covered by the Software License Keys that you have purchased. You are responsible for downloading, installing and running any Updates, and keeping your copy of the Prevx Software up to date with any latest Updates. The Prevx Software may contain functionality to automatically download Updates when made available by Prevx, and you are responsible for activating this.

  5. MAINTENANCE AND SUPPORT

    6. You will have access to the support services we offer from time to time in relation to the Prevx Software. This can be obtained by using the support form on our Website or as otherwise described on our Website. You may also access any online forums we operate from time to time for reporting questions and issues concerning the Prevx Software and any threats identified. Other than as set out in this Clause 5, Prevx has no obligation to provide maintenance services or additional technical support for the Prevx Software. We reserve the right to withdraw support at any time for the version of the Prevx Software you are running.

  6. WARRANTY AND LIMITATION OF LIABILITY

    7. 6.1 Liability Not Excluded or Limited

    We do not limit or exclude our liability to you: (1) for death or personal injury caused by negligence; (2) for fraud or fraudulent misrepresentation; or (3) under the Data Protection Act 1998 or the Privacy and Electronic Communications (EC Directive) Regulations 2003; or (4) any liability to the extent that such liability may not be limited or excluded by law.

    6.2 Consumers (Home Users)

    1. General Refund Policy For Unsatisfactory Products

      2. Subject to Clause 6.2(b), and subject to the claim procedure in this Clause, Prevx agrees that it will refund a reasonable proportion of price paid by you for the Prevx Software and any Software License Keys, taking account any benefit you have received, if the Software License granted by us is not valid, or the Prevx Software (including the associated service provided by the Prevx Community Threat Database) is not of satisfactory quality. Please note that we do not promise that the Prevx Software (including the Prevx Community Threat Database) will detect all malicious software or websites, or that it will be free from bugs, errors or interruptions, and please note that there may be false positives from time to time. To make a claim, you must make your claim by no later than the end of the applicable Software License Key, you must notify us of your claim and your reasons for making a claim, and you must give us a reasonable opportunity to resolve the problem after we receive your notice, which may include, if we consider it required, scheduling a remote access PC session with you to enable a Prevx support consultant to investigate the problem.

    2. Statutory Rights

      3. If you are an individual, and you purchased the Prevx Software or any Software License Key as a consumer (i.e. for household domestic use and not business use), then nothing in this Software License affects your rights in law as a consumer, to the extent they may not be limited or excluded.

    3. Exclusion of Business Losses and Data Loss Caused by You

      4. Subject to Clause 6.1 above, we and our Associates shall not be liable to you for:-

      1. loss of profits, revenue, business data, contract, goodwill, business interruption, and any other losses related to a business, occupation or non-domestic activity; or
      2. loss or damage to your data or any computer system which you would not have suffered had you made reasonable backups of your data or that computer system.

    6.3 Businesses

    If you are not an individual (e.g. you are a company, corporate entity, partnership, firm, government authority, or other organisation) or you purchased the Prevx Software or any Software License Key for the purposes of a business or occupation, or for or on behalf of a corporate entity, business, occupation, enterprise or organisation, then, subject to Clause 6.1 above, the following exclusions limitations of our and our Associates' liability shall apply:-

    1. General Refund Policy For Unsatisfactory Products

      2. Subject to the claim procedure in this Clause, Prevx agrees that it will refund a reasonable proportion of price paid by you for the Prevx Software and any Software License Keys, taking account any benefit you have received, if the Software License granted by us is not valid, or the Prevx Software (including the associated service provided by the Prevx Community Threat Database) is not of satisfactory quality. Please note that we do not promise that the Prevx Software (including the Prevx Community Threat Database) will detect all malicious software or websites, or that it will be free from bugs, errors or interruptions, and please note that there may be false positives from time to time. To make a claim, you must make your claim by no later than the end of the applicable Software License Key, you must notify us of your claim and your reasons for making a claim, and you must give us a reasonable opportunity to resolve the problem after we receive your notice, which may include, if we consider it required, scheduling a remote access PC session with you to enable a Prevx support consultant to investigate the problem.

    2. Exclusion of Warranties

      3. Without prejudice to Clause 6.1 or 6.3(a), the Prevx Software and any Software License Keys and any and any services provided by Prevx in connection with the same, including the Prevx Community Threat Database, are provided to you 'as is' without warranty of any kind, and accordingly, to the maximum extent permitted by law, Prevx excludes all express and implied representations, conditions, terms or warranties (including, without limitation, any warranties or conditions implied by law of satisfactory quality, fitness for a particular purpose, the use of reasonable care and skill, merchantability and non-infringement) which apply to the Software License, the Prevx Software and any Software License Keys and any and any services provided by Prevx in connection with the same (including the Prevx Community Threat Database). Without prejudice to Clauses 6.1 or 6.3(a), Prevx does not warrant, guarantee or make any representations regarding the performance, use or results of the Prevx Software (or any associated services), or its correctness, accuracy, reliability, currentness or otherwise, and you assume the entire risk associated with your use of the Prevx Software. This Software License is conditional on the above limitations and exclusions not being found to be invalid. Without prejudice to Clauses 6.1 or 6.3(a), Prevx does not warrant or make any representation that the Prevx Community Threat Database or any other services on which the Prevx Software depends will be uninterrupted. Prevx is not responsible for and will have no liability for any hardware, software, components, devices or other items or services provided by any person or entity other than Prevx or the failures of the internet or any data or telecommunications equipment, system or network used in connection with the Prevx Software (or any associated services).

    3. Excluded Loss

      4. Subject to Clause 6.1, we and our Associates shall have no liability to you for: loss of revenue, bargain, profit, contract, business, use (including use of money), production, reputation, fines or goodwill; any loss or damage related to business interruption; any loss, damage or corruption to your data or any computer system or attributable to your failure to make and retain reasonable back-ups of your data and computer systems; any special, indirect, punitive, incidental or consequential loss or damage; any costs of procuring substitutes for the Prevx Software; your liability to any third party; or any loss or damage suffered by any third party; any loss or damage resulting from your misuse of the Prevx Software (including any associated services); in each case whether or not we or our Associates or Affiliates have been advised of or have knowledge of the likelihood of your suffering the same.

    4. Cap on Liability

      5. Subject to Clause 6.1, our and our Associates' total liability to you, in aggregate for all events giving rise to liability, is limited to an amount equal to the price paid by you for the Prevx Software (including the associated Software License Keys).

    6.4 Meaning of Liability

    References in this Software License to our and our Associates' liability are to our liability and that of our Associates to you under or in connection with the Software License, the Prevx Software, Software License Keys, and any associated services we provide to you (including the Prevx Community Threat Database), including (without limitation) liability (whether contractual or non-contractual) for: breach of contract, liability to make any payment to you under any term of the Software License, negligence, breach of statutory duty, accidental or negligent misrepresentation, strict liability, or any other liability we may have to you whatsoever and howsoever arising under any other legal or equitable theory. References to our "Associates" include our Affiliates, our directors, officers, employees, sub-contractors, agents and shareholders, and those of our Affiliates. For the avoidance of doubt, we shall have no obligation to compensate or refund you twice for the same loss or event, whether under this or under any other agreement, or under any other legal claim.

  7. TERM AND TERMINATION

    8. 7.1 Breach

    In the event you fail to comply with any provision of this Software License, and you fail, within 7 days of notice from Prevx, to rectify such non-compliance and demonstrate to Prevx that you have done so, Prevx may terminate this Software License and cancel access to the Prevx Community Threat Database. If in Prevx's opinion, the breach is a serious one, or it threatens any rights of Prevx, or the security of the Prevx Community Threat Database, Prevx may suspend the Software License and access to the Prevx Community Threat Database pending such rectification.

    7.2 Consequences of Termination

    Upon expiry or termination of this Software License you shall destroy all copies of the Prevx Software in your possession or control, and Prevx may cancel access to the Prevx Community Threat Database. Termination is not an exclusive remedy and all other remedies will be available to Prevx whether or not this Software License is terminated.

  8. U.S. GOVERNMENT RESTRICTED RIGHTS.

    9. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(1) or otherwise, the Prevx Software is a commercial item, commercial computer software and/or commercial computer software documentation. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Prevx Software by the U.S. government shall be governed solely by the terms of this Software License and shall be prohibited except to the extent expressly permitted herein.

  9. PRIVACY AND COMBATING INTERNET CRIME

    10. 9.1 Prevx Commitment

    Prevx is committed to combating internet crime, the abuse of the internet and unauthorized intrusions into personal privacy. We believe Prevx Software is a powerful tool in this fight, providing you with added protection while accessing the internet and information to help fight internet crime.

    9.2 Attack Data

    The Prevx Software provided to you will collect and report Attack Data to the Prevx Community Threat Database anonymously, and by running the Prevx Software, you agree to this. The Attack Data is anonymous and cannot be traced to you or your PC. We do not receive or record as part of the Attack Data any personal data that can or will be used to identify you or your computer.

    9.3 Prevx Community Threat Database

    On receipt, the Attack Data is aggregated into our Prevx Community Threat Database and used to make determinations on good and bad files, programs, URLs, and IP Addresses. In addition the Attack Data is used to produce general statistics on attacks, threats, their propagation and overall measures of the level of internet abuse and crime. These statistics may be used by Prevx in its malware research, publicity, marketing and promotional materials. We use the Attack Data for analyzing and publishing overall threat activity on the internet, researching threats, compiling statistics and to further refine and improve the performance of the Prevx Software. If you do not wish to be part of a campaign to fight internet crime through the Community, then do not download or run Prevx Software.

    9.4 We need your Help

    Prevx appreciates your help in contributing to the fight against Internet crime. This fight cannot be won without the help and collaboration of the end user community, hence the term "Community" in the Prevx Community Threat Database. Prevx believes this is essential if the Internet is to be saved from destruction by misuse and crime, your Attack Data will play a part in helping with the effort to combat this.

    9.5 Publicity by you

    Users and their agents may publicise any of the information provided by the Prevx Software product on forums and in public information statements that are intended to draw attention to malicious or suspect software, provided that they include a suitable acknowledgement that the data was gathered using the Prevx Software product.

  10. GOVERNING LAW AND GENERAL PROVISIONS

    11. 10.1 Entire Agreement

    This Software License, other agreement between Prevx and you under which you purchased the Prevx Software, Software License and/or Software License Keys, constitutes the entire understanding between us in connection with the licensing of the Prevx Software and supply of the Prevx Community Threat Database Service and supersedes and extinguishes all prior agreements, negotiations and discussions in relation to the licensing of the Prevx Software. You acknowledge that in entering into this Software License, you do not do so on the basis of, and you do not rely on any representation (unless made fraudulently) warranty or other provision not expressly contained in this Software License, except for any warranty, term or condition implied by law which may not legally be excluded.

    10.2 Invalid Terms

    If any of the provisions of this Software License are invalid or become illegal or unenforceable then you and Prevx agree that to that extent the offending provisions shall be deemed omitted and shall not affect the enforceability of the remaining provisions hereof which shall remain in full force and effect.

    10.3 Variation

    This Software License may only be modified in writing signed by an authorized officer of Prevx.

    10.4 Waiver

    The rights of neither party shall be prejudiced or restricted by any indulgence or forbearance extended by such party or by any delay in exercising or failure to exercise any right and no waiver by either party of any breach shall operate as a waiver of any other or further breach.

    10.5 Assignment

    Prevx may assign this Software License or any part of it to any other person, firm or organization without prior notice to you. Your rights of assignment are covered by Clause 2.6.

    10.6 Third Party Rights

    Except in relation to our Associates their rights, no rights are conferred on any third party by virtue of this Software License and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

    10.7 Governing Law

    This Software License and all contractual and non-contractual claims and disputes arising under or in connection with this Software License, the Prevx Software, the Prevx Software License Keys, and any associated services we provide (include the Prevx Community Threat Database) shall be governed by the laws of England and Wales, and you hereby submit to the exclusive jurisdiction of the English and Welsh courts. You agree that we may enforce this Software License against you either in the English and Welsh courts or in any courts where you are domiciled or are using the Prevx Software.