End User License Agreement for Consumers

FORMATION

To protect your own interests please read these terms and conditions carefully before you accept them. If you are uncertain as to your rights under them or you would like any explanation about them or if you do not wish to agree to any of them, please write to or telephone our legal department, at the address and telephone number set out at the end of this End-User License Agreement. Please only accept these terms and conditions if you wish to be bound by them.

Once you have read these terms and conditions, you may if you wish, accept the terms by selecting the accept option at the end of this End-User License Agreement or installing, copying or otherwise using this Licensed Product. If you do not agree with the terms of this End-User License Agreement, please do not install the Licensed Product.

1. DEFINITIONS

In this End-User License Agreement all references to "we", "us" and/or "our" are to Sophos Limited. References to "you" and/or "your" are to the individual who has requested us to provide the Products and/or Services as set out in this End-User License Agreement.

In addition the following terms shall have the following meanings in this End-User License Agreement:

"Documentation" means any documentation provided to you by us (whether electronic or printed) which accompanies the Licensed Product.

"End-User License Agreement" means the terms and conditions set out in this agreement.

"License Term" means the license term set out in Clause 3.1 of this End-User License Agreement.

"Licensed Product" means all or each (as the context so allows) of those programs which are licensed to you together with the Documentation and any of the Upgrades and Updates to those programs.

"Sophos" means Sophos Limited and its subsidiaries, or, as the context so applies, any of them.

"Start Date" means the date from which you download the Licensed Product;

"Update" means an update to the library of rules and/or identities made available to you by Sophos; and/or other updates to the software filters, including but not limited to an update to the IP address reputation libraries made available to you by Sophos.

"Upgrade" means any enhancement or improvement to the functionality of the Licensed Product (excluding 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 Product.

2. COPYRIGHT AND OWNERSHIP

You do not own the Licensed Product. The Licensed Product is the exclusive property of Sophos and its licensors. The Licensed Product including all know-how, concepts, logic and specifications are proprietary products of Sophos and its licensors and are protected throughout the world by copyright and other intellectual property rights. No license, right or interest in Sophos' logos, or trademarks is granted to you under this End-User License Agreement and you hereby agree not to remove any product identification or notices of proprietary restrictions.

3. RIGHTS AND RESTRICTIONS

3.1 LICENSE TERM. This End-User License Agreement starts when you download the Licensed Product and shall continue until terminated as provided in Clause 9 below.

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.

3.2 RIGHTS. We grant to you a non-exclusive right to:

3.2.1 use the Licensed Product, subject to the terms and conditions contained within this End-User License Agreement, for your own non commercial purposes (the "Purpose");

3.2.2 install, use, access, display and run one copy of the Licensed Product on a single computer, such as a workstation, terminal or other device;

3.2.3 except as provided in Clause 3.2.4 below, which relates only to the Documentation, make one copy of the Licensed Product or any part thereof for backup purposes provided that you reproduce our proprietary notices on any such backup copy of the Licensed Product. Such restriction shall not prevent you from backing up or archiving your data; and/or

3.2.4 use, copy or reproduce in whole or in part the Documentation for the purposes specifically permitted by this End-User License Agreement only.

3.3 RESTRICTIONS. You are not permitted to:

3.3.1 use the Licensed Product for the provision of any service for the benefit of third parties;

3.3.2 modify or translate the Licensed Product except as necessary to configure the Licensed Product using the menus, options and tools provided for such purposes and contained in the Licensed Product;

3.3.3 reverse engineer, disassemble or decompile the Licensed Product or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein;

3.3.4 transmit or provide access to the Licensed Product to other persons save as provided for in this End-User License Agreement;

3.3.5 use Sophos software other than the Licensed Product for which you have been granted a license under this agreement;

3.3.6 sub-license, rent, sell, lease, distribute or otherwise transfer the Licensed Product;

3.3.7 use the Licensed Product for commercial uses; and/or

3.3.8 use the Licensed Product for the purposes of competing with Sophos, including without limitation competitive intelligence.

4. WARRANTY

4.1 We warrant to you that the Licensed Product 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 that the Documentation describes the operation of the Licensed Product in all material respects.

4.2 You must tell us about any fault with the Licensed Product as soon as is reasonably possible following discovery of such fault. If you notify us of a fault with the Licensed Product, we will endeavor to correct or replace the Licensed Product and/or Documentation within a reasonable time.

4.3 You agree that your use of the Licensed Product is and will continue to be in accordance with all applicable laws and regulations.

4.4 You shall be liable for any reasonably foreseeable losses that arise from your use of the Licensed Product in breach of this End-User License Agreement.

4.5 Nothing in this End-User License Agreement shall affect your statutory rights. If you have any doubts as to your statutory rights then you should contact your local advice centre.

5. USE OF THE LICENSED PRODUCT

5.1 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN CLAUSE 4 ABOVE, SOPHOS AND ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS AND THE CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE MAKE 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. If you have any doubts as to whether the above applies to you then you should contact your local advice centre.

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.

5.2 We recommend that you back-up all data and take appropriate matters to protect such data.

6. LIMITATION OF LIABILITY

6.1 We shall only be liable under this End-User License Agreement for losses which are reasonably foreseeable and caused by our own breach of this End-User License Agreement or our negligence.

6.2 In the absence of any negligence or other breach of duty by us the use of the Licensed Product is at your risk.

6.3 Our liability to you shall not include losses relating to any business of yours such as lost or corrupt data, loss of profits or contracts or business interruption.

6.4 Nothing in this End-User License Agreement shall exclude or limit our liability for death or personal injury caused by our negligence.

7. REMOTE COMMUNICATION AND OPTIONAL DATA SHARING

7.1 You acknowledge and agree that we may and the Licensed Product may, directly and remotely communicate with your computer for the purposes of, without limitation, verifying your credentials, issuing reports and alerts.

7.2 If you choose to allow sharing of supplementary data with us, you will need to implement optional functions which allow the Licensed Product to provide us with various data. While we do not intend that such data will include confidential information or information that identifies individual persons, such data may be included. Please notify us if you have any cause to believe that data may include reference to confidential information or information regarding individuals.

8. EXPORT CONTROL REQUIREMENTS

You hereby agree that you will use, disclose and/or transport the Licensed Product in accordance with any applicable export control laws and regulations and will not re-export or re-transfer the Licensed Product to any destination subject to restrictive sanctions measures or trade embargoes implemented at a national, regional or international level without the appropriate authorization and that you are solely responsible for fulfilling any applicable governmental requirements in connection with your use, disclosure and/or transport of the Licensed Product.

9. TERMINATION

YOUR RIGHT TO END THIS END-USER LICENSE AGREEMENT: you may end this End-User License Agreement at any time by destroying the Licensed Product and all copies of it.

OUR RIGHT TO END THIS END-USER LICENSE AGREEMENT: We may end this End-User License Agreement:

(i) immediately at any time for any or no reason; or

(ii) if you fail to comply with any of the terms and conditions of this End-User License Agreement.

Sophos will make commercially reasonable efforts to provide notice of termination through a dialog box displayed by the Licensed Product, but no such notice will be required in order for Sophos’s termination to be effective.

Within one month after the date this End-User License Agreement ends, you must destroy the Licensed Product licensed to you under this End-User License Agreement and all copies of all or any part of it.

10. CONFIDENTIALITY

10.1 The Licensed Product includes our confidential information that is secret and valuable to us and our licensors. 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.

10.2 We may disclose details of this End-User License Agreement to third parties for publicity and promotional purposes.

11. USE OF YOUR INFORMATION

11.1 We may use information you provide to us for the following purposes:

11.1.1 to send emails to you to provide information and goods and services to you and to let you know about other goods and services which we think may be of interest to you;

11.1.2 to pass your information to other companies within our group of companies;

11.1.3 to use information in accordance with our privacy policy from time to time as set out at www.sophos.com;

11.2 If you do not wish us to use your information as set out in Clause 11.1.1, please contact us at any time by using the contact details at the end of this End-User License Agreement.

11.3 We confirm that we will process personal information in accordance with the provisions of the Data Protection Act 1998.

12. GENERAL

12.1 We intend to rely upon the written terms sets out in this End-User License Agreement. If you require any changes to these terms please contact us and request for these to be put in writing.

12.2 We may use any technical information provided by you, including without limitation, information provided under the terms of the Optional Data Sharing in Clause 7, for our business purposes, including without limitation for product support and development. If you do not wish us to use such technical information, please notify us.

12.3 Sophos may at its sole discretion subcontract any of its rights or obligations hereunder to any of its subsidiaries, resellers, distributors or dealers, as applicable.

12.4 We may amend the terms and conditions of this End-User License Agreement at any time by providing reasonable notice to you, including without limitation by posting revised terms on our website at the URL www.sophos.com/legal. You are entitled to end this End-User License Agreement at any time following such variation of the terms and conditions if you do not wish to be bound by them.

12.5 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.

12.6 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.

12.7 If you are resident in the United Stated of America, then the laws of the Commonwealth of Massachusetts will apply to this End-User License Agreement and the courts of Massachusetts shall have non-exclusive jurisdiction over any matter arising out of or in connection with this End-User License Agreement. If you are resident in Germany, then the laws of the Federal Republic of Germany will apply to this End-User License Agreement and the courts of Munich shall have non-exclusive jurisdiction over any matter arising out of or in connection with this End-User License Agreement. If you are a resident anywhere other than the United States of America or Germany, then the laws of England and Wales will apply to this End-User License Agreement and the courts of England and Wales shall have non-exclusive jurisdiction over any matter arising out of or in connection with this End-User License Agreement.

Any notices required to be given in writing to Sophos or any questions concerning this End-User License Agreement should be addressed to The Company Secretary, Sophos Limited, The Pentagon, Abingdon, OX14 3YP, United Kingdom +44 1235 559933 and legal@sophos.com.