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SPYWARE DOCTOR ENTERPRISE END USER LICENCE AGREEMENT ("EULA")

NOTIFICATION: PERMISSION TO USE THIS SOFTWARE ("SOFTWARE") IS CONDITIONAL UPON YOU AS THE CUSTOMER AND LICENSEE ("YOU"), AGREEING TO THE TERMS SET OUT BELOW ("THIS AGREEMENT").

YOU WILL NOT BE ABLE TO INSTALL THE SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS AGREEMENT AND WISH TO BECOME THE LICENSEE OF THE SOFTWARE. ACCEPTANCE SHALL BIND YOU AND ALL OF YOUR EMPLOYEES TO THE TERMS OF THIS AGREEMENT.

BY CLICKING THE "I ACCEPT THE AGREEMENT" BUTTON YOU WARRANT AND CONFIRM THAT YOU ARE ELIGIBLE AND HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS AGREEMENT.

SELECTING THE "I ACCEPT THE AGREEMENT" BUTTON BEFORE THE "NEXT" BUTTON AT THE BOTTOM OF THIS SCREEN WILL BE DEEMED TO BE YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND YOU WILL BECOME THE LICENSEE OF THE SOFTWARE. PLEASE PRINT A COPY FOR YOUR RECORDS.

IF YOU DO NOT WISH TO ACCEPT THE FOLLOWING TERMS, DO NOT CLICK ON THE "I ACCEPT THE AGREEMENT" BUTTON AND THE SOFTWARE WILL NOT INSTALL ON TO YOUR COMPUTER.

IN CIRCUMSTANCES WHERE YOU PURCHASE THE SOFTWARE WITHOUT ACCEPTING THE TERMS OF THIS AGREEMENT AND WISH TO RETURN THE SOFTWARE, PLEASE CONTACT PC TOOLS TO DETERMINE WHETHER YOU ARE ELIGIBLE FOR A REFUND.

  1. LICENCE
    1. 1.1 If you are a resident of Oceania at the time you either first purchased or first installed the Software (whichever occurred first), then the licensor of the Software is an Australian Company, PC Tools Pty Ltd ACN 108 759 208 and the parties to this Agreement will be you and PC Tools Pty Ltd ACN 108 759 208. If you are not a resident of Oceania at the time you either first purchased or first installed the Software (whichever occurred first), then the licensor of the Software is an Irish Company, PC Tools Limited (Irish Company Number 426110) and the parties to this Agreement will be you and PC Tools Limited (Irish Company Number 426110). For the purposes of this Agreement, the licensor (being either PC Tools Limited or PC Tools Pty Ltd) will be referred to as "PC Tools". For the purposes of this Agreement, "Oceania" means American Samoa, Antarctica, Australia and its outside territories, including Heard Island & McDonald Islands, Cocos (Keeling) Islands, Christmas Island, Ashmore & Carter Islands, and Coral Sea Islands, Cook Islands, Fiji, French Polynesia, Guam, Kiribati, Marshall Islands, Federated States of Micronesia, Nauru, New Caledonia, New Zealand, Niue, Norfolk Island, Northern Mariana Islands, Palau, Papua New Guinea, Pitcairn Islands, Samoa, Solomon Islands, Tokelau, Tonga, Tuvalu, Vanuatu and Wallis and Futuna Islands.
    2. 1.2 PC Tools has agreed to licence use of the Software to you pursuant to this Agreement and the terms and conditions set out below.
    3. 1.3 PC Tools grants you and other members of your Enterprise (as defined below) a non-exclusive, non-transferable, and revocable licence to:
      • (a) install and execute the Software, including the following components of the Software:
        • Spyware Doctor Enterprise Server ("SDE Server");
        • Spyware Doctor Enterprise Console ("SDE Console"); and
        • Spyware Doctor Enterprise Client ("SDE Client");
        and
      • (b) use the Software strictly in accordance with the provisions of this Agreement.
    4. 1.4 You must only install and execute the Software on computers used by your Enterprise ("Licensed Systems"). The maximum number of copies of each component of the Software which your Enterprise may install and use on such computers are:
      • (a) an unlimited number of copies of SDE Server and SDE Console; and
      • (b) the number of copies of SDE Client which a member of your Enterprise has separately purchased from PC Tools or its authorised resellers. If the Software is a trial or free version ("trial version"), then this number will be capped at 25 or any other number specified by PC Tools from time to time.
    5. 1.5 Members of your Enterprise may make an unlimited number of backup copies of the installation files for the Software.
    6. 1.6 You and other members of your Enterprise will have no other rights to use, install or execute the Software apart from where permitted by paragraphs 1.1 to 1.5 above. The Software must not be installed or used on computers used by any person other than a member of your Enterprise.
    7. 1.7 If the Software is not a trial version, then the grant of the Licence is conditional upon a member of your Enterprise having purchased the Software from PC Tools or its authorised resellers.
  2. YOUR ENTERPRISE
    1. 2.1 For the purposes of this Agreement and subject to any separate agreement between you and PC Tools to the contrary, the term "Enterprise" means you, any companies which you own or control (whether or not jointly with another person), and companies which own or control you (whether or not jointly with another person). A person will be taken to control a company if it holds more than 40% of the issued shares in that company.
    2. 2.2 A computer is used by your Enterprise if it is owned by your Enterprise, and where it is not owned by your Enterprise, it is used by your Enterprise as part of its business activities.
    3. 2.3 You agree that you will ensure that any member of your Enterprise who installs or uses the Software agrees to be bound by and comply with the terms of this Agreement.
  3. LICENSEE'S OBLIGATIONS
    1. 3.1 You hereby undertake and agree:
      • (a) to not print, copy, reproduce, translate, adapt, vary, alter, change, reverse engineer, decompile or modify the Software by any means or without the express consent of PC Tools, except as expressly authorised by this Agreement and subject to your rights under applicable law;
      • (b) to supervise and control the use of the Software in accordance with the terms of this Agreement;
      • (c) to ensure your employees, sub-contractors and other agents who have authorised access to the Software are made aware of the terms of this Agreement;
      • (d) to ensure that the Software is only installed, executed and used by members of your Enterprise;
      • (e) to ensure that the Software is not installed or executed on any computer which is not a Licensed System;
      • (f) to not give, lease, assign, license, sub-license, transfer, distribute, disclose, disseminate or publish the Software in any form to any other person or attempt to do any of these acts;
      • (g) to not alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of the Software; and
      • (h) to not engage in any acts which infringe PC Tools' intellectual property rights in the Software.
    2. 3.2 You acknowledge that the licence granted under clause 1 of this Agreement does not make you the owner of the Software nor does it cause any transfer or assignment of any copyright or any other intellectual or industrial property rights subsisting in the Software to you.
    3. 3.3 You acknowledge that the Software will seek to remove codes such as, but not limited to, spyware, adware, malware, trojans, keyloggers, trackware, browser infections and tracking cookies ("Malware"). In some circumstances removal of that code may result in you breaching a licence to use the host software which installed that code or certain host programs to cease operating. You agree to consult the terms of any licence agreement for the host program before authorising the removal of any Malware associated with that program.
  4. UPDATES AND SUPPORT
    1. 4.1 Unless separately agreed between you and PC Tools, there will be no entitlement to updates or software support for the version of the Software licensed under this Agreement.
    2. 4.2 The licence granted to you only allows your Enterprise to use the version of the Software supplied to you with this Agreement. However, if PC Tools does in its discretion supply you with any updates or new releases of the Software, then unless otherwise specified by PC Tools, the Licence and the other terms of this Agreement, will continue to apply to those updates and new releases.
  5. BETA TESTING
    1. 5.1 If the version of the Software provided to you is a beta version, then:
      • (a) you agree that in consideration of the grant of the Licence, you will undertake beta-testing of the Software on computers designated by you in your Enterprise. Such testing may take any form that you determine (subject to you complying with your obligations under this Agreement) which may include your installation and general use of the Software. While you are under no obligation to report the results of your beta-testing of the Software, we would appreciate if you could communicate such results to us.
      • (b) in addition to the provisions paragraph 6 below, you further acknowledge that:
        1. the Software may contain errors and defects and may not function as intended or in accordance with its specifications; and
        2. you assume all risk in using the Software and agree to take due care in the roll out and testing of the Software in your Enterprise; and
      • (c) notwithstanding the provisions of paragraph 8 below, the term of this Agreement will terminate at the end of the beta testing period specified by PC Tools, and in the absence of any specification, 12 months from the date that you first use or install the Software.
  6. WARRANTY
    1. 6.1 You hereby acknowledge that the Software may not be uninterrupted and cannot be guaranteed error free and further acknowledge that the existence of any such errors shall not constitute a breach of this Agreement by PC Tools. In particular, PC Tools does not guarantee that the Software will detect and/or remove and/or locate all Malware on your Licensed Systems or other computers.
    2. 6.2 The particular operating systems upon which the Software has been designed to execute will be published by PC Tools from time to time ("Compatible OS"). You agree that you will not execute or install the Software on any operating system other than a Compatible OS. You acknowledge and agree that the Software may not execute correctly and may interfere with other software if executed on an operating system which is not a Compatible OS.
    3. 6.3 You acknowledge that certain Malware may become embedded into your operating system making removal a difficult process. You acknowledge that the removal of any Malware from a Licensed System or other computer may result in damage being caused to that machine. You agree that any removal of Malware from any Licensed System or other computer is done at your own risk.
    4. 6.4 You acknowledge that the Software, in seeking to identify Malware may identify software which offers you useful functionality but which may have some of the characteristics of Malware. In such circumstances, you acknowledge that the removal of part or all of any such software may result in that software ceasing to operate or may cause damage to the computer executing that software.
    5. 6.5 In the event that any terms, conditions, representations or warranties are implied by statute, common law or equity ("Prescribed Terms") into this Agreement which cannot be lawfully excluded, the Prescribed Terms will apply to this Agreement, save that the liability of PC Tools for breach of any Prescribed Terms will be limited, to the extent permitted by law, at the option of PC Tools, to any one or more of the following:
      • (a) the replacement of the Software to which the breach relates or the supply of equivalent software;
      • (b) the repair of the Software;
      • (c) the payment of the cost of replacing the Software or of acquiring equivalent software; or
      • (d) the payment of the cost of having the Software repaired.
    6. 6.6 If the liability of PC Tools for breach of any Prescribed Term is capable of exclusion, they are hereby excluded to the fullest extent permitted by law.
    7. 6.7 Except as provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation, or as expressly set out in these terms:
      • (a) the Software is provided to you "as is" and PC Tools makes no warranties in relation to the Software, including warranties as to the performance or fitness for purpose of the Software (other than that PC Tools is entitled to grant to you the rights set out in this EULA);
      • (b) you will not under any circumstances have any cause of action against, or right to claim or recover from, PC Tools for or in respect of any loss, damage or injury (including without limitation any loss of profit, indirect or consequential loss, damage or injury) arising from the supply or use of the Software or any breach of these terms; and
      • (c) subject to paragraph (b) above, the maximum liability of PC Tools to you in respect of any breach of this Agreement or otherwise in respect of your use of the Software will be the amount you have paid PC Tools for the Software and if you have not paid PC Tools any amount for the Software, will be the amount of US $1 (one US dollar).
    8. 6.8 You acknowledge that you have exercised your independent judgment in acquiring the Software and have not relied upon any representations made by PC Tools which have not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by PC Tools.
  7. COPYRIGHT AND TRADE MARKS
    1. 7.1 You acknowledge that the Software and all related products (including but not limited to computer manuals and computer literature) ("Products") are the subject of copyright. You therefore, shall not during or any time after the expiry or termination of this Agreement, permit any act which infringes that copyright and, without limiting the generality of the foregoing, you specifically acknowledge that you may not copy the Software or Products except as otherwise expressly authorised by this Agreement.
    2. 7.2 You shall not during or at any time after the expiry or termination of this Agreement permit any act which infringes any trade marks of PC Tools used in connection with the Software.
    3. 7.3 You shall indemnify PC Tools fully against all liabilities, costs and expenses which PC Tools may incur to a third party as a result of your breach of paragraphs 7.1 or 7.2.
  8. TERM OF LICENCE
    1. 8.1 This Agreement commences upon payment of the licence fee or upon your Enterprise's first installation and use of the Software (whichever is sooner) and may be terminated in the following circumstances:
      • (a) if you are in breach of any term of this Agreement;
      • (b) if you, being a corporation, become the subject of insolvency proceedings or have a liquidator, receiver or examiner appointed to you or become unable to pay your debts;
      • (c) if you, being a person rather than a company, become bankrupt;
      • (d) if you, being a firm or partnership, are dissolved; or
      • (e) if you destroy the Software and/or the Products for any reason.
    2. 8.2 If this Software is a trial version, then this Agreement will immediately terminate at the end of the trial period or license period specified by PC Tools (in the absence of any specification, the trial period shall be 30 days).
    3. 8.3 If the Software was supplied to you by PC Tools for you to use for a fixed period of time, then the Licence will immediately terminate at the conclusion of that fixed period of time.
    4. 8.4 Upon termination:
      • (a) the Licence will terminate and your Enterprise will no longer have any right to use the Software; and
      • (b) you or a representative nominated by you must uninstall all copies of the Software used in your Enterprise.
    5. 8.5 PC Tools reserves the right to restrict the functionality of the Software or its ability to execute following:
      • (a) the termination of the Licence and/or this Agreement; or
      • (b) the termination of any separate agreement between PC Tools and you or a member of your Enterprise, for the supply of software support services and/or software updates by PC Tools.
    6. 8.6 Termination pursuant to this clause shall not affect any rights or remedies which PC Tools may otherwise have under this Agreement or at law.
    7. 8.7 The provisions of paragraphs 3, 6, 7, 8.4, 8.5 and 12 will survive the termination of this Agreement.
  9. ASSIGNMENT

    The benefit of this Agreement shall not be dealt with in any way by you (whether by assignment, sub-licensing or otherwise) without PC Tools' written consent and this Agreement shall be binding on your successors and assigns.

  10. WAIVER

    Failure or neglect by either party to enforce at any time any of the provisions of this Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.

  11. AMENDING THESE TERMS

    PC Tools may amend any of the terms of this Agreement by (a) providing written notice to you of such amendments; and/or (b) displaying such amendments or an amended copy of this Agreement to you during your installation and/or execution of the Software. Without limiting the methods by which you may accept such amended terms, you acknowledge and agree that your ongoing use of the Software after you are made aware of any amended terms to this Agreement will constitute your acceptance of such amended terms.

    If you do not agree to any amendments made by PC Tools to the terms of this Agreement, then you must uninstall the Software from your computer and cease any further use of the Software. In such circumstances, you may also contact PC Tools to determine if you are eligible for a refund or partial refund of any purchase price paid to PC Tools in respect of the Software (subject to any conditions which PC Tools may place in respect of paying such a refund).

  12. GOVERNING LAW AND JURISDICTION

    If the parties to this Agreement (as determined by Clause 1.1 above) are you and PC Tools Pty Ltd ACN 108 759 208, then this Agreement shall be governed by and construed according to the laws in force in Victoria, Australia and you irrevocably submit to the exclusive jurisdiction of the Courts of the State of Victoria and the Commonwealth of Australia. If the parties to this Agreement are you and PC Tools Limited (Irish Company Number 426110) then this Agreement will be governed by and construed according to the laws in force in the Republic of Ireland and you irrevocably submit to the exclusive jurisdiction of the Courts of the Republic of Ireland.

    If you have any questions or require clarification relating to the terms and conditions of this Agreement, please contact PC Tools online at www.pctools.com or attention: PC Tools, C:/ PO Box 1974, North Sydney NSW 2059 Australia.
 
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