AntiVirus PC Software & Windows Tools

Symantec Limited (“Symantec”) Online Reseller Program for PC Tools Products: Terms, Conditions and Notices.

IMPORTANT NOTIFICATION: YOUR APPOINTMENT TO THE SYMANTEC ONLINE RESELLER PROGRAM FOR PC TOOLS PRODUCTS (“RESELLER PROGRAM”) IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS SET OUT BELOW (“THIS AGREEMENT”).

AS A PARTICIPANT IN THE RESELLER PROGRAM, AND AS A RESELLER OF PC TOOLS SOFTWARE, YOU AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS.

The Reseller Program appoints persons as authorized resellers (“Reseller”) to resell certain of Symantec’s PC Tools software products, as specified by Symantec in its discretion from time to time (the “Software”) to end users worldwide. For the purposes of this Agreement, an end user is a person who obtains the Software for their own personal use but not for resale.

Unless you are appointed as a Reseller, you must not resell or re-supply any copy of the Software held by you to any person. Your appointment as a Reseller is not automatic and must be approved by Symantec. Symantec may either approve or reject your application to be a Reseller in its sole discretion. Your appointment as a Reseller is non-exclusive and non-transferable. The rights granted to you under this Agreement are subject to Symantec approving your appointment as a Reseller.

As a Reseller, you will pre-purchase license keys from Symantec for each copy of the Software which you intend to re-sell to an end user. A license key is a code which when entered into the Software by an end user, registers that copy of the Software for use by the end user and unlocks certain functionality in the Software which is only available to registered end users. In the case of enterprise Software or other multi-user Software, one license key may be used to install and use the Software on one or more computers owned by an end user. A license key for enterprise or multi-user Software may be limited by Symantec in a number of ways, including (but not limited to) with respect to the number of copies of the Software which the end user may install and/or execute at the same time.

You may order license keys from Symantec by placing an order via the interface provided on our website or via any other means specified by Symantec from time to time. Symantec may in its discretion refuse any order for a license key placed by you.

As a Reseller, you are also permitted to renew license keys on behalf of end users by placing an order via the interface provided on our website or via any other means specified by Symantec from time to time. Symantec reserves the right to renew license keys directly with an end user where the end user contacts Symantec directly, or where you have failed to renew a license key on behalf of an end user within 30 days after the subscription expiry date.

You may only distribute the Software to end users who have purchased the Software from you by providing those end users with a license key for the Software and by providing a copy of the Software to end users using the following means:

a. allowing end users to download the software by providing end users with a link to the trial version of the Software appearing on your website or on the PC Tools and/or Symantec website subject to terms and conditions set out by Symantec, which terms and conditions may be amended by Symantec from time to time;

b. providing a hard copy of the trial version of the Software to end users. You must not include any PC Tools and/or Symantec branding or art work on any hard copy of the trial version of the Software provided to an end user (including, without limitation, any CD or CD sleeve); or

c. installing a copy of the trial version of the Software on an end user’s computer on the end user’s behalf.

Apart from where specified above, you are not licensed or permitted to resell the Software in hard copy form (including, without limitation, on CD or DVD or in any retail packaging).

You must only resell the Software to end users. You are not permitted to re-sell or re-supply the Software to any person for the purposes of resale by that person. You must only supply one license key to an end user for each copy of the Software which you sell. You must not resell a license key that has previously been sold.

You acknowledge that Symantec may rely on a third party billing provider for identifying and recording all purchases made by you in accordance with this Agreement. You agree to sign up to an account with that third party billing provider where required by Symantec.

You acknowledge that as a Reseller you are not entitled to any support (or other services) to be provided by Symantec, unless expressly stated in this Agreement, other than that level of standard customer support made available by Symantec to end users of the PC Tools Software, which may be modified by Symantec in its sole discretion, from time to time.

The purchase price payable by you for each license key, including any renewals of license keys in accordance with this Agreement, shall be determined and specified by Symantec in its sole discretion and may vary between each purchase of Software made by you. Symantec will advise you of the purchase price upon the placement of any order for license keys by you.

Unless otherwise stated to the contrary by Symantec, the purchase price charged to you by Symantec for each license key which you purchase is exclusive of any taxes (including, without limitation, any GST, VAT, withholding taxes or other sales taxes). Symantec may increase the purchase price payable by you or impose an additional charge in respect of any such taxes which Symantec is required to pay.

You must pay the purchase price for each license key ordered by you from Symantec prior to the supply of the license key to you, or, where applicable, the renewal of the license key, by Symantec. In some circumstances, Symantec may separately agree in writing to allow you to purchase license keys on credit, in which case the following additional terms and conditions will apply:

a. any grant of credit is at Symantec sole and absolute discretion. Symantec may withdraw or reinstate credit to you at any time at its discretion, with or without notice to you;

b. you agree that Symantec may obtain information a consumer credit report containing information about you from a credit reporting agency for the purpose of assessing your application for credit;

c. you agree to Symantec obtaining personal information about you from other credit providers, whose names you may have provided for Symantec or that may be named in a credit report, for the purpose of assessing your application for credit made to Symantec;

d. unless otherwise agreed in writing by Symantec, you will not be permitted to maintain more than US $20,000 (or its equivalent) worth of unpaid license keys at any one time. Symantec will not be under any obligation to fulfill a license key order if the fulfillment of that order will place you above this limit. Symantec may in its discretion increase or decrease this credit limit at any time;

e. unless otherwise agreed in writing by Symantec, payments for license keys ordered by you will be payable to Symantec on a calendar monthly basis within 30 days of the end of each calendar month, irrespective of whether you have collected payment for the license keys from the relevant end user;

f. Symantec may charge interest at a rate of 10% per annum on any payments found to be owed and not yet paid by the date they are due. Such interest will begin accruing from the date that the payment falls due and will be payable by you to Symantec on demand; and

g. without limiting any other rights that Symantec may have at law or under this Agreement, if Symantec does not receive payment from you in full for any license keys ordered within 60 days after the end of the calendar month in which the license key was ordered, Symantec may cancel those license keys.

This Agreement and your participation on a non-exclusive basis in the Reseller Program will commence from your appointment as a Reseller of PC Tools products, as advised to you by Symantec, in its sole discretion, and may be terminated by Symantec at any time. Failure to abide with this Agreement may result in the immediate termination of your appointment as a Reseller. Symantec may terminate this Agreement and your appointment as a Reseller at any time in its sole discretion, on written notice to you.

Upon termination, you shall immediately cease reselling and distributing the Software and remove all trademarks, logos or artwork of PC Tools and/or Symantec from your website, and any reference or link from your website to PC Tools and/or Symantec, the Software or other products owned or marketed by Symantec and/or the PC Tools, and/or Symantec website. You must also remove and destroy any point of sale materials and printed materials and cease any other marketing communications or programs which make reference to your affiliation with PC Tools and/or Symantec or which include any PC Tools and/or Symantec logos, artwork or trademarks.

Your obligations under paragraphs 4 – 9 below shall survive the termination of your appointment as a Reseller.

As a Reseller, you shall:

a. ensure that all materials presented on your website(s) or in any email or other marketing communications sent by you to promote PC Tools, Symantec and/or the Software, represents Symantec and/or the Software in a professional, accurate and positive manner;

b. not use any unsolicited or spam email to promote PC Tools, Symantec and/or the Software;

c. provide your own original website copy, images and navigation to promote PC Tools, Symantec and/or the Software on your website(s) or in any email or other marketing communications and not directly copy the PC Tools and/or Symantec website;

d. not use ad words which include Symantec’s and/or PC Tools’ trademarked company name (including PC Tools), PC Tools software names (for example, which would include, without limitation, “File Recover”, “PCCU”, “PC Tools AntiVirus”, “PC Tools CheckUp Utility”, “Privacy Guardian”, “Registry Mechanic”, “Spam Monitor”, “Spyware Doctor” and “Spyware Doctor Enterprise”) or other Symantec and/or PC Tools trademarks or copyrighted material or any other intellectual property of Symantec and/or PC Tools in any search engine advertising;

e. keep up-to-date all information on your website(s) and in all direct marketing communications pertaining to PC Tools products;

f. ensure that your website(s) is regularly maintained with up to date and relevant information and that any direct marketing communications used to promote PC Tools, Symantec and/or its Software contain up to date information; and

g. not endorse PC Tools, Symantec and/or the Software on any website or in any marketing materials or communications which:

i. are designed to distribute or promote spyware, adware, trojans, spybots or keyloggers;

ii. contain misleading or deceptive marketing activities;

iii. involve or promote violence;

iv. discriminate against people based on race, sex, religion, nationality, disability, sexual orientation, or age;

v. are in any way involved in illegal activities;

vi. violate the intellectual property rights of Symantec, PC Tools or a third party;

vii. do not have or do not link to a clearly stated online privacy policy; and/or

viii. contain any offensive or inappropriate content or is otherwise involved in any matter considered to be offensive or inappropriate by Symantec.

The manner through which you may promote or market the Software (i.e., via website, newsletter or other means) must be approved by Symantec before you undertake the promotion or relevant marketing campaign.

Symantec hereby grants you non-exclusive and revocable license to make use of the PC Tools name(s) and logos relating to the Software (“Marketing Brands”) on your website(s) which relate to the Software and in any marketing materials or communications for the Software. The Marketing Brands may only be used on your website and in such marketing materials in accordance with the instructions of Symantec as may be specified by Symantec from time to time. Such license will terminate upon the termination of your appointment as a Reseller. You agree to immediately modify your website and any marketing or promotional materials published by you in respect of the use of the Marketing Brands within 48 hours of receiving Symantec written request.

You acknowledge and agree that your appointment as a Reseller in no way grants you any intellectual property rights or other rights in the Software, other than the right to re-sell the Software as granted by this Agreement. Symantec reserves all rights in and to the Software and the Marketing Brands not otherwise expressly granted under this Agreement.

You agree not to make or provide any warranty or undertaking in relation to the Software aside from those specifically permitted by Symantec in writing to you.

EXCEPT AS SET FORTH IN THE LIMITED WARRANTY ACCOMPANYING THE SOFTWARE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS WITH RESPECT TO THE SOFTWARE OR SERVICE, MARKETING COLLATERAL, CONTENT OR INFORMATION PROVIDED TO RESELLER OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED, AS WELL AS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. SYMANTEC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET RESELLER’S OR ITS CUSTOMERS REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT SYMANTEC WILL CORRECT ALL PROGRAM ERRORS. SYMANTEC RESERVES THE RIGHT TO CHANGE THE WARRANTY AND SERVICE POLICY SET FORTH IN SUCH EULA OR ELSEWHERE, AT ANY TIME, WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO RESELLER OR ANY OTHER PERSON.

Reseller will make no warranties, conditions or representations on Symantec’s behalf as to the satisfactory quality, merchantability, fitness for a particular purpose or otherwise of the Software or promises or commitments on Symantec’s behalf unless authorized in writing by Symantec.

NEITHER SYMANTEC NOR ANY LICENSORS THERETO SHALL BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR THE LOSS OF ANTICIPATED PROFITS, LOST BUSINESS, LOST DATA, LOST OR DAMAGED REPUTATION ARISING FROM ANY PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT, EVEN IF NOTICE IS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES. SYMANTEC’S LIABILITY HEREUNDER SHALL BE LIMITED TO THE TOTAL PAYMENTS RECEIVED BY SYMANTEC FROM RESELLER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

You acknowledge that you have exercised your independent judgment in entering into the Reseller Program and have not relied upon any representations made by Symantec 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 Symantec.

You agree that you will indemnify and keep indemnified Symantec, its officers and agents against any loss, cost, expense or damage (including legal fees) which they suffer or incur which arises directly or indirectly as a result of a breach by you, your servants and/or agents of your obligations arising under this Agreement.

7. Export Compliance. Reseller acknowledges and agrees that it will comply with all applicable export laws, regulations, and export licenses for Symantec Products containing encryption which may require action on Reseller’s behalf prior to sale or export to certain destinations, end users, or for certain end uses. Reseller acknowledges that Symantec Products are subject to export, reexport and reporting laws of the United States, including but not limited to the Export Administration Regulations (EAR) for all exports; the European Union Council Regulations regarding export compliance in effect at the time of any export; and the Singapore Strategic Goods (Control) Act when exporting from those jurisdictions. Diversion contrary to applicable law is strictly prohibited. Symantec Products are currently prohibited for export or re-export to Cuba, North Korea, Iran, Syria and Sudan or to any country subject to relevant European Union trade sanctions, such as, Iraq and Afghanistan, without first obtaining an export license. Additional information on United States trade sanctions including an up-to-date listing of embargoed or restricted countries can be found at: http://www.bis.doc.gov. Symantec Products are prohibited for export or re-export to any person or entity on the various lists published by the United States Department of Commerce, the United States Department of State, the United States Department of Treasury, or other agency. Reseller may not export any controlled technology, in particular goods identified as “dual use” items under the European Union council regulations, to any military entity or to any other entity for any military purpose, nor for use in connection with chemical, biological or nuclear weapons or missiles capable of delivering such weapons. Symantec and Reseller shall each obtain and maintain in effect all export licenses, permits and authorizations as required. Export classification information for Symantec Products is published on the following URL: http://www.symantec.com/content/en/us/about/media/Web_Product_Matrix.pdf. In the event that Reseller acts as importer of record, Reseller will provide Symantec with the following information specific to each location where Reseller wishes Symantec Products to be located: complete legal name and street address of each location, contact name and telephone number for each location, and name and contact information for the end-users customs broker in the importing country when applicable. Furthermore, Reseller agrees that is responsible for and will pay any duties or taxes related to such import activity and, if requested by Symantec, will provide Symantec with any applicable freight forwarder information.

8. Restricted Rights Legend. All Symantec products and documentation are commercial in nature. The software and software documentation are “Commercial Items”, as that term is defined in 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. section 252.227-7014(a)(5) and 48 C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 227.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, Symantec’s computer software and computer software documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this Agreement. Manufacturer is Symantec Corporation, 350 Ellis Street, Mountain View, CA 94043.

Symantec may amend the terms of this Agreement at any time upon written notice to you (“Amendment Notice”). Any amended terms will take effect from the date of Symantec’s Amendment Notice and will apply to all orders of license keys made by you from that date. You agree that you will be bound by such amendments from the date that you receive the Amendment Notice. If you do not agree to the amendments contained in an Amendment Notice, then you must advise Symantec in writing of your disagreement within 7 days of receiving the Amendment Notice in which case your appointment as a Reseller will immediately terminate.

Any notice given under this Agreement must be in writing. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:

a. in the case of a notice delivered by hand, when so delivered;

b. in the case of a notice sent by pre paid post, on the seventh clear Business Day after the date of posting;

c. in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that all of the pages comprised in the notice have been successfully sent to the receiving party’s facsimile number; and

d. in the case of a notice sent by email, within 24 hours of the time that the email is sent, unless the recipient can prove that the email was never received or was received at a later time.

You agree that neither you nor Symantec is the partner, agent, employee or representative of the other and neither you nor Symantec has the power to incur any obligations on behalf of, or pledge the credit of, the other.

There are no other representations, promises, warranties, covenants or undertakings between the parties and this Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties. Any and all known claims against Symantec arising under any prior agreements, whether oral or in writing, between Symantec and Reseller are waived and released by Reseller by acceptance of this Agreement.

The covenants, conditions, provisions and warranties contained in this Agreement will not merge or terminate upon completion of the transactions contemplated by this Agreement, but to the extent that they have not been fulfilled and satisfied or are incapable of having effect will remain in full force and effect.

A provision of or a right created under this Agreement may not be waived or varied except in writing signed by the party or parties to be bound by the waiver or variation. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement, and cannot be assigned by the Reseller without the prior written consent of Symantec.

If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

This Agreement shall be governed by and construed according to the laws in force in Ireland. Reseller hereby irrevocably submits to and expressly accepts the jurisdiction of the courts of Ireland. Notwithstanding the foregoing, the parties agree that Symantec may, in its sole discretion, file any actions or lawsuits that it deems appropriate to protect its intellectual property rights directly before a court with jurisdiction over Reseller. English is the governing language of this Agreement, and Reseller waives any right it may have to have the Agreement written in any other language.

Reseller acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or confidential information of Symantec will cause Symantec irreparable injury for which there are inadequate remedies at law, and therefore Symantec will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, reasonable attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

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If you have any questions or require clarification relating to this Agreement, please contact Symantec online at resellers@pctools.com

Click the “Accept” button to agree to these terms. If you do not agree to these terms, click the “Decline” button. Note that participation in the Reseller Program requires your agreement to these terms in their current form without amendment.

Last updated: September 2011