By downloading, using or installing a technical preview or beta version of a product or service (the “Preview Product") you agree to the following terms and conditions:
1. Sophos Limited ("Sophos") shall provide you with a copy of the Preview Product and any accompanying documentation. You shall test the Preview Product in accordance with any conditions specified on the readme file for the software and/or any accompanying documentation during the test period specified by Sophos (“Test Period”). Sophos may vary the duration of the Test Period at any time and for any reason. You shall gather and report test data to Sophos in the manner specified. You may not continue using the Preview Product beyond the Test Period and must remove all copies of the Preview Product and accompanying documentation from your systems upon expiration of the Test Period unless you: (a) obtain an extension of the Test Period for the Preview Product; or (b) purchase a license or subscription for the commercial version of the Preview Product (subject to Clause 11 below).
2. TEST PURPOSES ONLY. You acknowledge that the Preview Product is provided for test purposes only and Sophos does not grant any right, title or interest in the Preview Product or any intellectual property of Sophos or any third party licensor. You may not sell or transfer the Preview Product or any part of it to any third party, nor assign or transfer any of your rights or obligations under these terms and conditions.
3. REPORTING. You acknowledge and agree that Sophos may directly and remotely communicate with the Preview Product for the purposes of, without limitation, verifying your credentials and issuing reports on the use and performance of the Preview Product itself.
4. DATA SHARING. Separate from the reporting functionality described in Clause 3 above, the Preview Product may also enable supplemental data sharing with Sophos for the purpose of (i) improving protection, products, customer support services and/or application control; or (ii) remote assistance. If the Preview Product provides an option to opt out of supplemental data sharing and you elect to do this, this clause does not apply to you.
5. DATA PROTECTION. You acknowledge that reporting data collected under Clause 3 and the supplemental data which may be collected under Clause 4 may include proprietary, confidential or user-identifiable data. You represent to Sophos that you have obtained all necessary permissions to share such data with Sophos. Sophos will only process personal data collected during the Test Period in accordance with the provisions of the EU Directive 95/46 EC and the Sophos data protection policy which is available at http://www.sophos.com/en-us/legal/sophos-group-privacy-policy.aspx. You expressly acknowledge that personal data may be shared within the Sophos group of companies.
6. CONFIDENTIAL INFORMATION.You acknowledge that the Software is proprietary to and a trade secret of Sophos and/or its third party licensors and is to be used by you only in accordance with these terms and conditions. You shall clearly identify the Preview Product as Sophos’s property. The Preview Product and any accompanying documentation shall be kept by you in the strictest confidence. You will not without Sophos’s express prior written consent (a) disclose any information about the Preview Product, accompanying documentation or test results to anyone other than your employees who are carrying out the testing; (b) copy any part of the Preview Product or the documentation except to the extent necessary to carry out the testing; or (c) reverse assemble, decompile or disassemble the Preview Product or any part of it. You shall keep the Preview Product, documentation and test results as secure as your confidential proprietary information which shall include without limitation, keeping all copies in a locked safe or filing cabinet when not in use.
7. NO WARRANTY. You expressly acknowledge that the Preview Product is provided free of charge as a technical preview or beta version and that accordingly the Preview Product is provided “AS IS”. Sophos gives no warranties, representations, conditions, undertakings or other obligations, whether express or implied by common law, trade usage, course of dealing or otherwise (including without limitation any implied warranties or conditions of satisfactory quality or fitness for a particular purpose, or any warranty that the Preview Product will be error-free or that such errors will be corrected), all of which are hereby excluded to the fullest extent permitted by law. To the maximum extent permitted by applicable law, in no event will Sophos and its third party licensors be liable to you for any loss or damage of any kind, whether in contract, tort (including without limitation negligence) or otherwise, arising from your use or inability to use the Preview Product, or from faults or defects in the Preview Product, or otherwise under or in relation to these terms and conditions. Sophos does not limit or exclude its liability for (a) fraudulent misrepresentation, or (b) death or personal injury caused by Sophos’s negligence.
8. EXPORT. You agree to fully comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that neither the Software or any components thereof are: (1) exported, directly or indirectly, in violation of Export Laws; or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.
9. FEEDBACK. You shall gather and report test data to Sophos in the manner and within the time period(s) specified and give Sophos feedback, comments or suggestions on the Preview Product (the “Feedback”). You agree that Sophos may use the Feedback for any purpose.
10. PRODUCT REFERENCE. You agree, upon request and with reasonable notice from Sophos, to act in the capacity of a referee, including without limitation discussion of the Preview Product with potential Sophos resellers or business partners.
11. COMMERCIAL VERSION. Sophos does not warrant that it will release a commercial version of the Preview Product, or that a commercial version will contain the same or similar features as the Preview Product.
12. GOVERNING LAW & JURISDICTION. If your principal office is located in:
THE UNITED STATES OF AMERICA, CANADA OR LATIN AMERICA these terms and conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, and the courts of the Commonwealth of Massachusetts shall have non-exclusive jurisdiction to determine any disputes, which may arise out of, under or in connection with these terms and conditions; and
ALL OTHER COUNTRIES these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have non-exclusive jurisdiction to determine any disputes, which may arise out of, under or in connection with these terms and conditions.
13. NOTICES. Any notices required to be given in writing to Sophos or any questions concerning this Agreement should be addressed to The Company Secretary, Sophos Ltd, The Pentagon, Abingdon, OX14 3YP, United Kingdom.