WEBROOT SECUREANYWHERE BUSINESS SOLUTION AGREEMENT

This Webroot SecureAnywhere Business Solution agreement ("Agreement") is a legal contract between Webroot Inc. (if you are in the United States or Canada) or Webroot International Limited (if you are outside of the United States and Canada) ("Webroot") and You. As used in this Agreement, "You" refers to you as an individual and the company on behalf of which you are using (or facilitating use of) the Software as an employee or agent ("Company"). You represent and warrant that You have the full corporate right, power, and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company, and that this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.

By clicking "agree and install," using the SecureAnywhere Business Solution or using or installing any Software (the first date on which any such action occurs, the "Effective Date"), You acknowledge that You have read this Agreement, understand it, and agree to be bound by it. If You do not agree, You are not authorized to use the SecureAnywhere Business Solution for any purpose, and You should not install the Software.

Webroot may modify this Agreement upon notice to You, which notice may be provided via the Webroot Portal (as defined below).

1. SECUREANYWHERE BUSINESS SOLUTION. "SecureAnywhere Business Solution" means Webroot's solution consisting of (a) Webroot client software ("Software") installed on one or more computers and/or mobile devices (each, a "Device") and (b) certain services, features and/or functionality made available to You through Webroot's online portal ("Online Services"). In this Agreement, references to "Software" also include (x) any updates or upgrades that You purchase or that are otherwise made available to You by Webroot ("Upgrades") and (y) any help documentation provided through the Software or Online Services ("Documentation").

2. SOFTWARE. The SecureAnywhere Business Solution may include desktop Software for Your computers ("Desktop Software") and mobile Software for Your mobile devices ("Mobile Software"). Webroot and its distributors may offer the Desktop Software and Mobile Software individually or together, but You are licensed to use only the type(s) of Software for which You have paid the applicable Fees (not applicable for Evaluation Software) and for which You have received a valid license key. Except where otherwise specified, all terms of this Agreement and all references to Software apply to both the Desktop Software and the Mobile Software.

Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You the following non-exclusive, non-transferable, non-sublicenseable rights during the Term:

1. Desktop Software Users: to install and use the Desktop Software on Your computer(s), solely for Your internal business purposes; and
2. Mobile Software Users: to install and use the Mobile Software on Your mobile device(s), solely for Your internal business purposes.

3. Restrictions.

1. You may use the SecureAnywhere Business Solution only in accordance with this Agreement, the Documentation, and the order documentation presented when You obtained Your access to the SecureAnywhere Business Solution ("Order Documentation"). The Order Documentation may include term, server (physical or virtual), CPU, seat, user, copy, number of Device, field of use or other restrictions, and You agree to comply with all such restrictions. Depending on where You obtained the SecureAnywhere Business Solution and whether You have licensed the Desktop Software or Mobile Software the Order Documentation may have been: (i) included in an online Webroot shopping cart, Your Software product packaging, the terms of purchase of a third party app store, marketplace or other site or service from which You downloaded the Software ("App Store"), or other third party reseller/distributor terms; or (ii) presented directly by Webroot, by an App Store provider, or by another third party reseller or distributor.
2. You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the SecureAnywhere Business Solution; (ii) use the SecureAnywhere Business Solution for the benefit of any third party; (iii) circumvent mechanisms in the SecureAnywhere Business Solution intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law.

4. Evaluation Versions. Webroot may make available certain Software on an evaluation basis ("Evaluation Software"), and Your use of Evaluation Software is governed by this Agreement as modified by this Section. If You have licensed Evaluation Software, then Your Software license is limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for thirty (30) days) (the "Evaluation Period"). In addition, the following specific provisions apply.

1. When the Evaluation Period expires, Your license to use the Software automatically expires and the Software's capabilities may become restricted. You agree to promptly delete the Software and all copies thereof. If You desire to continue to use the Software beyond the Evaluation Period, You will need to acquire a license for the applicable Fee.
2. Evaluation Software may not be complete or fully functional, and Webroot makes no warranties whatsoever about Evaluation Software. Webroot does not guarantee that it will continue to make available Evaluation Software under this Agreement or at all.

5. Upgrades. Any Upgrades will be subject to the terms of this Agreement applicable to Software or other terms provided with the Upgrade.

6. Support For the Desktop Software (including for Evaluation Software), Webroot will provide web-based, telephone and online self-help support. For the Mobile Software (including for Evaluation Software) Webroot will provide online self-help and forum support only. All support is provided only during the Term and in accordance with Webroot's standard support policies.

7. Online Services and Login Information.

1. The Online Services are for use in conjunction with the Software as part of the SecureAnywhere Business Solution and are accessible through Webroot's online portal at https://my.webrootanywhere.com/ or a successor website ("Webroot Portal"). Subject to all of the terms and conditions of this Agreement, Webroot hereby grants You a non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the Online Services through the Webroot Portal for Your own internal business purposes in connection with the Desktop Software and/or Mobile Software (depending on which You have licensed).
2. To use the Webroot Portal and certain other features of the SecureAnywhere Business Solution, You must register Your email address, phone number and a password ("Login Information") with Webroot. You are solely responsible for any actions taken using Your Login Information. You understand and agree that Webroot uses Login Information according to its Privacy Policy currently available at http://www.webroot.com/En_GB/about-privacy.html (as such may be updated by Webroot) and that Webroot may contact You about Your account and our products and services as described in the Privacy Policy. Use of the Online Services and Webroot Portal may be subject to additional terms posted on the Webroot Portal.
3. Webroot stores certain information from Your browser using "cookies." A cookie is a small text file that is stored on a user's computer for record-keeping purposes. Webroot uses session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. In addition, Webroot uses other means, including persistent cookies, which do not terminate when You close the browser, to gather certain information about Your use of the Webroot Portal and the Online Services. Such information includes, without limitation, account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g., browser type, IP address, date and time of access, cookie ID, referrer URL). You can remove or block persistent cookies using the settings in Your browser if You want to disable this feature, however, the Webroot Portal may cease to function properly if You do so. BY USING THE WEBROOT PORTAL, YOU HEREBY CONSENT TO SUCH USES OF COOKIES. IF YOU DO NOT CONSENT, DO NOT USE THE SECUREANYWHERE BUSINESS SOLUTION.

8. Your Connection/the Webroot Database(s). Each Device requires an active Internet connection in order for the Software to operate and the Device to be protected by the SecureAnywhere Business Solution. This is because the Software communicates with Webroot's online database(s) ("Webroot Database(s)") in order to provide certain features and functionality, including without limitation scanning programs and URLs for threats and receiving threat removal instructions. The Software also may send Your Information (as defined below) to the Webroot Database(s) for the purposes described in Section 9 (Information Collected by the Software).

Mobile Software Users (in addition to the above): Your Mobile Software Device requires an active data connection in order for the Mobile Software to operate. Some features of the Mobile Software (e.g., lost device features, call/SMS blocking, and portal side parental controls) also require SMS functionality.

You are solely responsible for maintaining Your own Internet and data connections and SMS functionality for any Device that You use with the SecureAnywhere Business Solution, and Webroot takes no responsibility or liability for the foregoing. You acknowledge that the Webroot online databases and other services that are accessed or used through Internet connections or via SMS functionality may be subject to Your service provider’s downtime from time to time for purposes of maintenance, repair or upgrade.

9. Information Collected by the Software. The SecureAnywhere Business Solution may collect and send to the Webroot Database(s) information about the following:

1. Potential security risks such as, without limitation, attempted intrusion events and URLs about websites that may be fraudulent or malicious ("Attack Data");
2. Your Device's IP address and approximate geographic location ("Location Information"); and
3. Other details about Your Device, which may include, but is not limited to, Your Device's operating system, type and carrier (for mobile devices), Your usage of the SecureAnywhere Business Solution (e.g., features used and session length), program files or file extracts (used for malware research and analysis), registry keys, language, Software report log(s), running processes, temporary Internet files, Internet search history, applications using ports, and other data pertaining to the contents of Your default folder custom folders, and/or downloaded program files directory ("System Information," and collectively with Attack Data and Location Information, "Your Information").

Webroot does not use Your Information to identify or contact You (other than as set forth herein), but may use it to: (x) provide the SecureAnywhere Business Solution and related services; (y) improve the Webroot Database(s) and its other products and services; and (z) develop aggregate, non-customer identifiable statistics, which Webroot may use for research, publicity, marketing and promotional purposes. In addition, Webroot may share Attack Data and other anonymous information about Your computer with third party financial services providers for their use in providing threat protection services to You and other customers and otherwise in protecting the safety and integrity of their systems, which use may include associating such data and information with You and/or Your Device when You visit such third party websites. IN CONDUCTING THE FOREGOING ACTIVITIES, WEBROOT MAY TRANSFER YOUR INFORMATION TO ITS LOCATIONS IN THE UNITED STATES AND OTHER JURISDICTIONS. BY AGREEING TO THIS AGREEMENT AND INSTALLING THE SOFTWARE, YOU AGREE TO SUCH TRANSFER OF YOUR INFORMATION. PLEASE NOTE THAT YOUR INFORMATION MAY NOT BE SUBJECT TO THE SAME CONTROLS AS YOUR CURRENT LOCATION.

Mobile Software Users (in addition to the above): Certain features allow reporting of Location Information via SMS. Additionally, if specified in the applicable terms of service for any App Store, System Information (or similar data) may also be collected by or shared with the applicable App Store operator and use of that information will be subject to the privacy policy of such App Store operator.

You consent to the uses described above, including but not limited to having your information transferred to and processed in the United States and other jurisdictions. You grant Webroot an unrestricted, royalty-free, perpetual license to use and modify Your Information for such purposes.

10. Quarantine, Deletion and Disabling Features. The SecureAnywhere Business Solution includes (or may be upgraded to include) features that allow You to do the following:

1. Automatically block and/or quarantine installation of software that You may not want on Your Device ("Potentially Unwanted Software"). This feature may block/quarantine software that is not Potentially Unwanted Software, disable other software on the Device or result in breaching licenses to such software;
2. Erase or "wipe" all of Your Device's free hard drive space or all or portions of the content on Your Device, including without limitation any and all applications, photos, music, contacts and other content ("Deleted Content"). Using this feature permanently erases all the Deleted Content so that it cannot be recovered; and
3. Mobile Software Users (in addition to the above): (i) Restore the mobile device to initial factory settings so that no content can be recovered; and (ii) disable some or all of the mobile device. Re-enabling the mobile device requires use of a password that Your mobile carrier and the mobile device manufacturer will not possess. Webroot may provide recovery services.

Webroot is not liable for any loss of Deleted Content, data, loss of access or other problems or losses arising from use or misuse of the SecureAnywhere Business Solution.

11. Fees. You are responsible for paying Webroot or the third party from which You obtained the SecureAnywhere Business Solution ("Reseller") the fees specified in the Order Documentation ("Fees") for the right to use the SecureAnywhere Business Solution in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable except as set forth in Sections 16.a or 17 or as otherwise stated in Your Order Documentation. The Fees exclude any taxes. You and/or the Reseller will be responsible, and will indemnify and hold Webroot harmless, for payment of all applicable sales, use or other taxes (excluding taxes based on Webroot's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees hereunder or the delivery, license, or support of the Software. If You purchased Your license from Webroot, then You will pay Webroot the Fees within thirty (30) days of the date of purchase, unless otherwise set forth in the Order Documentation. You will permit Webroot and/or its representatives to review Your relevant records to ensure Your compliance with the terms of this Agreement.

12. Ownership. Webroot and its licensors have and retain all right, title and interest in the SecureAnywhere Business Solution, including without limitation the Software, the Online Services, the Webroot Portal and any materials made available through the Webroot Portal, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Each copy of the Software, and use of the Online Services, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms.

13. Product Changes. Provided that the functionality of the SecureAnywhere Business Solution is not substantially decreased during the Term, Webroot may at any time without notice discontinue or modify any characteristics of the SecureAnywhere Business Solution.

14. Term. This Agreement will begin on the Effective Date and will continue for the initial term set forth in the Order Documentation (if no term is specified in the Order Documentation, the default initial term shall be one (1) year) ("Initial Term"). If You purchased Your license to the SecureAnywhere Business Solution online from Webroot (or if You renewed Your subscription online with Webroot) and "opted in" to automatic renewals, then upon expiration of the Initial Term, Your license will automatically renew for the specified term(s) in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. If You purchased Your license to the SecureAnywhere Business Solution offline from Webroot or a Reseller, then upon expiration of the Initial Term, Your license will automatically renew for successive one (1) year terms unless either You or Webroot notify the other of intent not to renew at least thirty (30) days prior to the next renewal date. All renewals are subject to payment to Webroot or the Reseller of applicable fees. The Initial Term and any renewal terms are collectively referred to as the ("Term").

15. Termination. Webroot may terminate this Agreement immediately (i) if You breach this Agreement or (ii) any aspect of this Agreement is limited by law or third party terms of service. The following will survive termination: outstanding fee obligations, the license restrictions in Sections 3.b, the disclaimers in Section 8 (Your Connection/Webroot Database(s)), 9 (Information Collected by the Software), the disclaimers in Sections 10 (Quarantine, Deletion and Disabling Features), 11 (Fees), 12 (Ownership), 15 (Termination), 16 .b (Disclaimers), 18 (Limitation of Liability), 19 (US Government End Users Only), 20 (Export), 21 (Governing Law), 22 (High Risk Activity), 23 (Force Majeure), 24 (Open Source Software), and 25 (General).

16. Limited Warranty and Disclaimer of Warranties.

1. Limited Warranty. During the thirty (30) day period after the Effective Date ("Warranty Period"), Webroot warrants that the SecureAnywhere Business Solution, when used as permitted in this Agreement will operate substantially as described in the Documentation. Webroot's sole liability (and Your exclusive remedy) for any breach of this warranty will be, in Webroot's sole discretion, to use commercially reasonable efforts (i) to provide You with an error-correction or work-around which corrects the reported non-conformity, (ii) to replace the non-conforming portions of the SecureAnywhere Business Solution with conforming items, or (iii) if Webroot determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund the Fees paid for the SecureAnywhere Business Solution. Webroot will have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. The above warranty will not apply: (i) if the SecureAnywhere Business Solution is not used in compliance with the Documentation; (ii) if any modifications are made to the SecureAnywhere Business Solution by You or any third party; (iii) to defects due to accident, abuse or improper use by You; or (iv) to Evaluation Software or other items provided on a no charge or evaluation basis.
2. Disclaimers. Except as expressly provided in this Agreement, The SecureAnywhere Business Solution is provided "As Is" and Webroot and its licensors expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. There is no warranty that the SecureAnywhere Business Solution will be error free or that access will be continuous or uninterrupted. No anti-malware, security, or device location service can guarantee a 100% detection or success rate, and Webroot is not liable for any damage or loss resulting from any failure of the SecureAnywhere Business Solution to detect or quarantine any Potentially Unwanted Software.
   
   You may have other statutory rights. However, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, will be limited to the Warranty Period above.

17. Indemnification. Webroot will defend at its own expense any action against You brought by a third party to the extent that the action is based upon a claim that the SecureAnywhere Business Solution directly infringes any U.S. patents or copyrights, or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Webroot will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. You will notify Webroot promptly in writing of such action, give Webroot sole control of the defense thereof and any related settlement negotiations, and cooperate with Webroot and, at Webroot's request and expense, assist in such defense. If the SecureAnywhere Business Solution becomes, or in Webroot's opinion is likely to become, the subject of an infringement claim, Webroot may, at its option and expense: (i) procure for You the right to continue using the SecureAnywhere Business Solution; (ii) replace or modify the SecureAnywhere Business Solution so that it becomes non-infringing; or (c) terminate this Agreement, accept return of the SecureAnywhere Business Solution and give You a prorated refund for the Fees. Notwithstanding the foregoing, Webroot will have no obligation under this Section 17 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the SecureAnywhere Business Solution not in accordance with this Agreement or for purposes beyond the scope set forth in the Documentation; (ii) any use of any release of the SecureAnywhere Business Solution other than the most current release made available to You; or (iii) any modification of the SecureAnywhere Business Solution by any person other than Webroot or its authorized agents or subcontractors. If an infringement action or claim against Webroot is based on any of the exceptions to Webroot's indemnity as set forth above, You will defend such action or claim at Your own expense and will pay all damages and costs finally awarded against Webroot in connection with such action or claim or agreed to in any monetary settlement thereof. Webroot will promptly notify You in writing of such action or claim, give You sole control of the defense thereof and any related settlement negotiations, cooperate with You and, at Your request and expense, assist in such defense. THIS SECTION 17 STATES WEBROOT'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

18. Limitation of Liability. To the fullest extent permitted by law, in no event will Webroot, its Resellers, or its licensors be liable to You or to any third party for (A) any lost profits, lost data, interruption of business, or other special, indirect, incidental, punitive, exemplary or consequential damages of any kind, even if advised of the possibility of such loss or damages or (B) amounts exceeding the total fees paid or payable to Webroot for the SecureAnywhere Business Solution during the twelve (12) months immediately preceding the date of the relevant claim. This Section 18 will survive and apply even if any limited remedy in this Agreement is found to have failed of its essential purpose.

19. US Government End Users Only. For US government end-users only, the SecureAnywhere Business Solution is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.

20. Export. The Software is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You will indemnify and hold harmless Webroot and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.

21. Governing Law.   For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, and jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

22. High Risk Activity. You acknowledge and agree that the SecureAnywhere Business Solution is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Webroot makes no warranty regarding, and will have no liability arising from, any use of the Software in connection with any high risk or strict liability activity.

23. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

24. Open Source Software. The Software may contain or be provided with components subject to the terms and conditions of third party "open source" software licenses ("Open Source Software"). Open Source Software may be identified in the Documentation or via a link to Webroot's website, or Webroot will provide a list of the Open Source Software for a particular version of the Software to You upon Your written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software itself, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

25. General. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Webroot may provide You with notice of matters relating to this Agreement by sending You an email or by posting notice in the Webroot Portal. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely assign or transfer its rights or obligations hereunder to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. This Agreement is the complete and exclusive statement of the mutual understanding between You and Webroot and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Webroot for use of the SecureAnywhere Business Solution, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.

MASTER SERVICES AGREEMENT

This Master Services Agreement is incorporated by reference in the Service Order (the "Service Order") between the Webroot entity ("Webroot") and Customer identified in the Service Order. The "Agreement" means the Service Order, this Master Services Agreement, any applicable Services Descriptions and Service Levels , and all attachments, exhibits, appendices, and schedules thereto. The Effective Date of the Agreement is the effective date as shown on the Service Order. By executing the Service Order, Customer agrees to be bound by the all the terms and conditions of the Agreement.

1. DEFINITIONS. In this Agreement, the following words shall, unless the context clearly requires otherwise, have the meanings as set out in Schedule 1 below.

2. PROVISION OF SERVICE.

2.1. Webroot will provide to Customer the Services as specified in the Service Order, as more fully described in the applicable Services Descriptions / Service Level, Within three (3) business days of the date on which the Service Order is signed by the Customer and subject to Webroot’s review and approval, Webroot will make the Services available for Customer. Customer shall thereafter be able to complete the activation process for Customer’s account.

2.2. On reasonable notice to Customer, Webroot reserves the right to (i) add to or modify the Services or Service Descriptions or (ii) migrate Customer to a modified, replacement or upgraded Service, at no additional cost to Customer, with the objective of providing Customer with equivalent or enhanced functionality.

2.3. Customer’s right to use the Services is a limited to a non-exclusive, non-transferable, limited, revocable license to use the Services subject to the terms and conditions set out in this Agreement and is limited to the number of Users specified in the Service Order.

2.4. The Services are subject to Webroot’s then-current applicable Service Levels which provides Customer’s sole and exclusive remedy for any interruptions or deficiencies in the Service. Webroot reserves the right to amend the Service Levels effective upon publication or other notice to Customer.

2.5. Subject to applicable law, Webroot may provide the Services from any hardware installation anywhere in the world and may, at any time, transfer the provision of the Services from one installation to another. Webroot does not guarantee that any such installation, or any part thereof, is or will be dedicated to the sole use of the Customer.

2.6. If at any time continued provision of the Services would compromise the security of the Services due, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities either directed at or originating from the Customer's domains, the Customer agrees that Webroot may suspend Services to the Customer. In such an event, Webroot will promptly inform the Customer and will work with the Customer to resolve such issues and reinstate Services at the earliest reasonable opportunity.

3. FEES AND PAYMENT.

3.1. Upon making the Services available to the Customer, Webroot shall invoice Customer as set forth in the Service Order.

3.2. Each invoice is due and payable thirty (30) days following the invoice date. If Webroot has not received payment within ten (10) days after the due date, interest may accrue on past due amounts at the rate of 1.0% per month, but in no event greater than the highest rate of interest allowed by law, calculated from the day such amount was due until the date that payment is received by Webroot. Webroot reserves the right to suspend the Services (of which it shall provide advance notice, which may be by email) until Customer pays all past due amounts. Customer shall reimburse Webroot for the reasonable costs of collection. Customer will be responsible for any taxes, duties, fees or surcharges that are imposed or authorized by regulatory and governmental entities, and shall pay to Webroot or reimburse Webroot for such amounts as are paid by Webroot relating to the Services provided to Customer. All fees and remittances will be in U.S. Dollars.

4. CUSTOMER OBLIGATIONS. During the term of this Agreement, Customer shall, in addition to those set forth elsewhere in this Agreement, have the following obligations:

4.1. The Customer will provide Webroot with all technical data and all other information Webroot may reasonably request from time to time to allow Webroot to supply the Services to the Customer. Information supplied by the Customer will be complete, accurate, and given in good faith, and such information will be treated as Confidential Information under the terms of this Agreement.

4.2. Customer shall maintain the confidentiality of any user ID and/or password that affects Customer’s access to or use of the Service. All such user IDs and passwords shall be considered "Confidential Information" hereunder.

4.3. The Customer represents and warrants that it will:

• 4.3.1. not use the Services for any unlawful purpose or in violation of any law, rule or regulation applicable to the use of the Internet;
• 4.3.2. not use the Services in any manner that violates or infringes any third party intellectual property right;
• 4.3.3. not transmit, display, or post to a bulletin board obscene, indecent, or pornographic material;
• 4.3.4. not transmit, display, or publish any material which is of a defamatory, offensive, abusive, or menacing character to any other person;
• 4.3.5. not use of the Service in any manner that violates any applicable law regarding data protection or use of the Internet.
• 4.3.6. conform with all generally accepted Internet protocols and standards;
• 4.3.7. use the Services for legitimate business purposes only; or
• 4.3.8. use for Email Service only, and not use the Email system for Bulk Email, Open Relay, or Spam.

4.4. Customer shall be responsible for any data or systems failure or corruption, or any other loss or damage, caused by Customer’s (or Customer’s employee’s, agent’s, or contractor’s) release or distribution of Malware-infected files or Web Content blocked, stopped, or otherwise remediated by the Services.

4.5. Customer shall be responsible for notifying its employees, agents, and contractors that Email or Web Content may be filtered and inspected by the Services.

4.6. Customer acknowledges and agrees that Webroot’s responsibilities and liability do not extend to the internal management of Customer’s electronic messaging or internet use and that Webroot is merely a data-processor and does not control and is not responsible for the management or administration of Customer’s electronic messages and/or its internet use.

4.7. Customer agrees that it shall not resell the Services or create or offer derivative versions of the Services either directly or through a third party.

4.8. Should Customer breach any of the aforementioned warranties then, in addition to all other rights and remedies, Webroot reserves the right to suspend the Services and charge the Customer at Webroot's then current rates for any remedial work which becomes necessary as a direct result of the Customer's breach. Customer agrees to indemnify and hold Webroot harmless from and against any and all claims, including without limitation claims against Webroot by Customer’s employees or customers, of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) brought by a third party to the extent relating Customer’s breach of this Section 4.

5. TERM AND TERMINATION.

5.1. The initial term of this Agreement shall commence on the Effective Date and shall continue for the Subscription Term set out in the Service Order (the "Initial Term"). At the end of the Initial Term, this Agreement shall be renewed automatically for consecutive renewal terms of twelve (12) months (each such term, a "Renewal Term") (such Renewal Terms together with the Initial Term, the "Term"), unless terminated by either party by providing the other party written notice at least thirty (30) days prior to the end of the applicable Term. Webroot may revise its fees, capped at a maximum of five (5%) per annum, by providing at least sixty (60) days prior written notice to Customer, effective for the following Term.

5.2. Either party may terminate this Agreement:

• 5.2.1. by not renewing this Agreement as set out above;
• 5.2.2. for cause upon written notice if the other party fails to cure any material breach of this Agreement within thirty (30) days after receiving written notice of such breach; provided however that the period to cure a breach with respect to payment shall be ten (10) days
• 5.2.3. or if (i) an order is made or a resolution is passed for the winding up of the other party; (ii) an order is made for the appointment of an administrator to manage the affairs, business, and property of the other party; (iii) a receiver, administrator, or administrative receiver is appointed of any of the other party's assets or undertaking; (iv) circumstances arise which entitle a court with proper jurisdiction or a creditor to appoint a receiver or manager or which entitle a court with proper jurisdiction to make a winding-up order; or (v) if the other party takes or suffers any similar or analogous action in consequence of debt.

6. WEBROOT WARRANTIES.

6.1. Webroot warrants that Services (i) will meet the specifications in the applicable Service Description; and (ii) will be provided in a professional and workmanlike manner by individuals with suitable skills and abilities. In the event of a breach of the foregoing warranty, as Customer’s sole and exclusive remedy, Webroot will use commercially reasonable efforts to re-perform any Service not meeting this limited warranty promptly following notice from Customer.

6.2. THE EXPRESS WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 6, THE SERVICES AND ANY DOCUMENTATION RELATING THERETO ARE PROVIDED "AS IS" WITH ALL FAULTS.

7. INTELLECTUAL PROPERTY RIGHTS. The intellectual property rights in the Service, the support and any hardware or software used in connection with the Service is and will remain at all times the exclusive property of Webroot or a licensor thereof.

8. INDEMNIFICATION.

8.1. Infringement Claims. Webroot, at its expense, shall indemnify, defend and hold harmless Customer against any losses, costs and damages arising from a claim by a third party against Customer that the Services, or any part thereof, infringe any intellectual property or proprietary rights of such third party or misappropriates any protected trade secret of such third party. Webroot’s obligations under this Section 8 are subject to Customer providing Webroot with (i) prompt written notice of the claim, (ii) sole control over the defense or settlement (subject, in the case of settlement, to Customer’s consent, which consent shall not be unreasonably withheld or delayed), and (iii) reasonable support and cooperation with regard to the defense. In the event that Webroot’s right to provide the Services is enjoined or in Webroot’s reasonable opinion is likely to be enjoined, Webroot may, at its expense, obtain the right to continue providing the Services, replace or modify the Services so that the Services are non-infringing but remains functionally equivalent, or if such remedies are not reasonably available, terminate this Agreement without liability to Customer and refund to Customer any prepaid amounts applicable to the period following such termination.

8.2. Notwithstanding the foregoing, Webroot will have no obligation under this Section 8 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the Services not in accordance with this Agreement; (ii) any use of the Services in combination with other products, equipment, software, or data not supported by Webroot; (iii) any modification of the Services by any person other than Webroot or its authorized agents or subcontractors; or (iv) any Intellectual Property Right in which Customer or an affiliate of Customer has an interest or license. If an infringement action or claim against Webroot is based on any of the exceptions to Webroot’s indemnity as set forth above, Customer will defend such action or claim at its own expense and will pay all damages and costs finally awarded against Webroot in connection with such action or claim or agreed to in any monetary settlement thereof. THIS SECTION 8 STATES WEBROOT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL CUSTOMER AND WEBROOT OR ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST OR DAMAGED DATA OR SOFTWARE, LOST GOODWILL, LOSS OF USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, LOST PROFITS, AND COST OF COVER, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF WEBROOT OR ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. IN NO EVENT WILL WEBROOT’S OR ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS TOTAL AGGREGATE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO WEBROOT FOR THE APPLICABLE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. WITH REGARD TO ANY SERVICE-RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER’S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO: (A) THOSE REMEDIES SET FORTH IN THE APPLICABLE SLA; OR (B) IF NO SLA EXISTS, THE TOTAL FEES PAID TO WEBROOT BY CUSTOMER FOR THE APPLICABLE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO CLAIMS RELATING TO (I) VIOLATIONS OF WEBROOT’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING SOFTWARE); (II) THE PARTIES’ CONFIDENTIALITY OBLIGATIONS AS SET OUT IN THIS AGREEMENT (III) INDEMNIFICATION OBLIGATIONS; OR (IV) PERSONAL INJURY OR DEATH ARISING FROM THE SERVICE.

10. CONFIDENTIALITY.

10.1. Each party ("Recipient") acknowledges that during the performance of this Agreement, it may have access to the other party’s ("Discloser") Confidential Information. The Recipient agrees that such Confidential Information is proprietary to the Discloser and will remain the sole property of the Discloser.

10.2. The Recipient agrees as follows: (i) to use the Confidential Information only for the purposes described in this Agreement; (ii) to hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party, taking precautions at least as protective as those the Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions; (iii) restrict access to the Confidential Information to its employees and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement; (iv) immediately notify the Discloser upon discovery of any loss or unauthorized disclosure of the Discloser’s Confidential Information; and (v) to return or destroy all Confidential Information upon termination of this Agreement.

10.3. The foregoing provisions will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient without access to the Confidential Information; or (vi) is approved for release or disclosure by the Discloser in writing without restriction. Notwithstanding the foregoing, the Recipient will be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.

10.4. Webroot recognizes and confirms that the content of all Emails sent or received, or Web Content uploaded or downloaded by Customer by the Services, may be Confidential Information. In the normal provision of the Services, Webroot will not access, read or copy Emails or attachments thereto or Web Content other than by electronic methods for the purposes of providing the Services. Webroot hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Customer’s Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information. However, Webroot reserves the right to utilize the virus-related content or elements of such Emails or Web Content solely to: (i) maintain and improve the performance and the integrity of the Services; and (ii) comply with all regulatory, legislative or contractual requirements.

11. MARKETING. Except for materials already made public, neither party will distribute any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other party’s name or trademarks (or any variation thereof), without the other party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the Customer agrees that Webroot may use the Customer’s company name, logo, and/or testimonial (if such testimonial is provided) in Webroot’s promotional material and/or communications including, without limitation, proposals, presentations, website, and corporate brochure.

12. GOVERNING LAW AND JURISDICTION. This Agreement will be governed by the laws of the State of Delaware, without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding relating to this Agreement must be brought in a federal or state court in Denver or Boulder County, Colorado (provided, however, that nothing in this Agreement will prevent Webroot from seeking injunctive relief to enforce the terms of this Agreement in any venue or jurisdiction, as determined in Webroot’s sole discretion), and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its costs, expenses, and reasonable attorneys’ fees, in addition to any other relief it may receive.

13. GENERAL

13.1. Assignment. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without Webroot’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Without limiting Webroot’s right to assign or transfer any of its rights or obligations hereunder, Webroot will have the right to assign this Agreement to any subsidiary, any entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with Webroot, as well as any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.

13.2. Notices. All notices sent under this Agreement must be in writing and sent to either party at the address specified in the Service Order.

13.3. Waiver. All waivers must be in writing. The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of that right at any time thereafter.

13.4. Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

13.5. Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent resulting from causes beyond the reasonable control of such party, including without limitation, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terror, war, labor conditions, earthquakes, compliance with any law or governmental order, rule, regulation or direction, accident, loss of electrical power, loss of telephone/internet/wide area network and similar infrastructure, and material shortages (each a "Force Majeure Event"). In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date, extent, and cause of the suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the Force Majeure Event and shall so notify the other party. In the event that the Force Majeure Event continues for more than thirty (30) days after written notification as aforesaid either party may terminate this Agreement immediately upon written notice.

13.6. US Government Restricted Rights. Webroot provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in the applicable Webroot agreement for the Service. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Webroot to determine if three are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

13.7. No Third Party Beneficiaries. This Agreement benefits Customer and Webroot. There are no intended third party beneficiaries, including without limitation Customer’s customers.

13.8. Amendments. This Agreement may be amended only by a written document signed by both parties.

13.9. Export Control. Customer acknowledges that Webroot and its licensors export of the Services is subject to regulation by the United States which prohibits export or diversion of the Services to certain countries. Customer shall not export or re-export, directly or indirectly, the Services to any prohibited or restricted countries. Customer further agrees not to distribute or supply the Services to any person if Customer has reason to believe that such person intends to export, re-export or otherwise transfer the Services to, or use the Services in any of such countries. Without limiting the foregoing, Customer shall not commit any act which would, directly or indirectly, violate any United States or local law, regulation, treaty or agreement relating to the export or re-export of the Services. At its expense, Customer shall obtain any government consents, authorizations, or licenses required for Customer to exercise its rights and to discharge its obligations under this Agreement.

13.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

SCHEDULE 1

DEFINITIONS

The following terms shall have the following meanings:

1. Average Monthly Bandwidth Per User: means, in relation to the Web Service only, the total monthly Services bandwidth utilised by Customer divided by the number of Users.
2. Bulk Email: means, in relation to the Email Service only, a group of more than five thousand (5,000) Email messages with substantially similar content sent or received in a single operation or a series of related operations.
3. Change of Control: shall be deemed to have occurred with respect to Customer if: (a) any entity having previously Controlled (as hereinafter defined) Customer ceases to do so; (b) any entity acquires Control of Customer (whether by reason of acquisition, merger, reorganization, operation of law, or otherwise); or (c) all, or substantially all, of the assets of Customer or an entity that Controls Customer are acquired (whether by reason of acquisition, merger, reorganization, operation of law, or otherwise) by, or combined by merger with, any other entity.
4. Control (and "Controls," "Controlling," "Controlled by," and "under common Control with" shall be construed accordingly): means the possession, directly or indirectly, of the power to direct or cause the direction of the management and/or policies of that party, whether through the ownership of voting, securities, partnership or equity, by contract, or otherwise. Where any two parties together satisfy any of this definition, they shall be deemed to have Control. For purposes of this definition, there shall be attributed to any party rights and powers of a nominee for it (that is to say, any rights or powers that another party possesses on its behalf or may be required to exercise on its direction or behalf).
5. Customer: means the individual or legal entity as indentified in the Service Order.
6. Confidential Information: means all trade secrets, business, technical and financial information, computer software, machine and operator instructions, business methods, procedures, know-how, and other information, irrespective of the form of communication, that relates to the business or technology of either party that is identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to believe such information is confidential.
7. Effective Date: means the date set out in the Service Order.
8. Fees: means the amounts specified in the Service Order that Customer shall pay to Webroot for the Services.
9. Email: means any SMTP message sent or received via the Services.
10. Email Archiving Service: means Webroot’s stand-alone hosted and managed email archiving solution providing the ability to: capture sent and received email; store messages securely within a hosted datacenter environment; and to access archive based on role for message search and retrieval and is further described in the Email Archiving Service Description.
11. Email Service: means Webroot’s managed message filtering and management service offering inbound and outbound email security, and policy management in the cloud and is further described in the Email Security Service Description.
12. Intellectual Property Rights: means all worldwide patents, patent applications, copyrights, trademarks, design rights, service marks, trade names, trade dress, trade secrets, know-how, moral rights, and any other intellectual property or proprietary rights.
13. Malware: means software programs designed to damage or do other unwanted actions on a computer system including, without limitation, viruses, worms, Trojan horses, rootkits, backdoors, adware, and spyware.
14. Managed IP: means, in relation to the Web Service only, the IP address(es) that identify Customer locations and Users attempting to access the Service.
15. Normal Working Day: means Monday through Friday excluding holidays.
16. Normal Working Hours: means the hours between 7:00 a.m. and 6:00 p.m. (Mountain Time) during a Normal Working Day.
17. Open Relay: means, in relation to the Email Service only, an Email server configured to receive Email from an unknown or unauthorized third party and to forward Email to one or more recipients that are not users of the Email system to which that Email server is connected. Open Relay may also be referred to as "spam relay" or "public relay.
18. Service: means the Services as described in the Service Descriptions
19. SLA: means the applicable Service Levels.
20. Spam: means, in relation to the Email Service only, unsolicited commercial Email.
21. Subscription Term: means the term for the purchased products and/or services as set forth in the Service Order.
22. User: User means a computer workstation, email mailbox unique to a user or pc receiving the Services.
23. Web Content: means, in relation to the Web Service only, any data and requests for data processed by the Service including, without limitation, data accessed using the HTTP and HTTPS protocols, as well as FTP transfers over the HTTP protocol.
24. Web Management Portal: means, in relation to the Web Service only, the Web-based facility made available by Webroot to the Customer for the Service configuration and management.
25. Web Service: means Webroot’s managed Web filtering and management service offering scanning of Web traffic at the Internet level and is further described in the Web Security Service Description.
26. Virus: means a piece of program code, including a self-replicating element, usually (but not necessarily) disguised as something else that causes some unexpected and, for the victim, usually undesirable event and which is designed so that it may infect other computer systems.

MASTER SOFTWARE LICENSE AGREEMENT

This Master Software License Agreement is incorporated by reference in the Service Order (the "Service Order") between the Webroot entity ("Webroot") and Customer identified in the Service Order (hereinafter referred to as "Licensee"). The "Agreement" means the Service Order, this Master Software License Agreement, any applicable Services Descriptions, any applicable and all attachments, exhibits, appendices, and schedules thereto. The Effective Date of the Agreement is the effective date as shown on the Service Order. By executing the Service Order, Customer agrees to be bound by the all the terms and conditions of the Agreement.

1. DEFINITIONS. In this Agreement, the capitalized terms shall, unless the context clearly requires otherwise, have the meanings as set out in Schedule 1.

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Webroot grants to Licensee a perpetual, non-exclusive, non-transferable license, without the right to sublicense, to install and execute the Software for the number of licensed seats for which Licensee has paid the License Fees solely for use by authorized employees, contractors, and users of Licensee for Licensee’s internal business purposes in accordance with the Documentation.

3. LICENSE RESTRICTIONS. Licensee acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of Webroot. Licensee will limit use of the Software to the number of licensed seats for which Licensee has paid the License Fees and will be responsible for compliance with this Agreement by Licensee’s employees, contractors, and users authorized to use the Software. Licensee will not: (a) reproduce, modify, adapt, alter, translate, or create derivative works from the Software; (b) merge the Software with other software; (c) sublicense, lease, rent, loan, or otherwise transfer (except as expressly permitted under Section 14.2) the Software to any third party; (d) use the Software in any service bureau or time-sharing arrangement; (e) remove, alter, or obscure any trademark or proprietary notice (including copyright notices) that appears on or in the Software or the Documentation or on ansy copies made in accordance with this Agreement; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (g) otherwise use or copy the Software except as expressly allowed under Section 2; or (h) permit any third party to do any of the foregoing. Notwithstanding the foregoing, Licensee may make one (1) copy the Software solely for backup purposes.

4. OWNERSHIP. The Software and Documentation, and all worldwide Intellectual Property Rights therein and related thereto, are the exclusive property of Webroot and its licensors. Except for the limited rights expressly granted under Section 2, Licensee will have no right, title, or interest (whether by implication, estoppel, or otherwise) in or to the Software or Documentation or any Intellectual Property Rights therein or related thereto.

5. DELIVERY; INSTALLATION. Webroot will deliver electronically to Licensee the Software and a license key to activate the Software. Licensee will be responsible for installing the Software and the corresponding license key on its computer(s) as permitted under this Agreement.

6. SUPPORT.Webroot will provide Support for the Software to Licensee pursuant to the terms set forth in Schedule 2. Webroot will provide Basic Support to Licensee for the Software for Subscription Term set forth in the Service Order at no additional charge to Licensee. Silver, Gold and Platinum levels of Support, as described in Schedule 2, may be purchased by Licensee.

7. PAYMENT.

7.1 Fees. Licensee will pay to Webroot the License Fees and Support Fees, as applicable, within thirty (30) days of the date of the Effective Date in the Service Order. Thereafter, Licensee will pay the applicable Support Fees as specified in the Service Order or in the case of a multi-year Subscription Term, no less than thirty (30) days prior to each anniversary of the Effective Date. All License Fees due hereunder are non-refundable (except as set forth in Sections 9.1 and 10). All payments must be made in U.S. dollars unless expressly agreed otherwise in writing. Any portion of the amounts payable hereunder that is not paid when due will accrue interest at 1.5% per month from the due date until paid.

7.2 Taxes. The fees hereunder exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties, and similar charges, and Licensee will be responsible, and will indemnify and hold Webroot harmless, for payment of all such taxes (other than taxes based on Webroot’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the fees hereunder or the delivery, license, or Support of the Software.

7.3 Audit. Licensee will permit Webroot or its representatives to review Licensee’s relevant records and inspect Licensee’s computer equipment to ensure compliance with the terms of this Agreement. Webroot will give Licensee at least ten (10) days advance notice of any such inspection and will conduct the same during normal business hours in a manner that does not unreasonably interfere with Licensee’s normal operations.

8. CONFIDENTIALITY RIGHTS AND OBLIGATIONS.

8.1 Ownership of Confidential Information. Each party acknowledges that during the performance of this Agreement, it may have access to the other party’s Confidential Information (the "Recipient"). The Recipient agrees that such Confidential Information is proprietary to the disclosing party and will remain the sole property of the disclosing party.

8.2 Confidentiality Obligations. The Recipient agrees as follows: (i) to use the Confidential Information only for the purposes described in this Agreement; (ii) to hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party, taking precautions at least as protective as those the Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions; (iii) restrict access to the Confidential Information to Recipient’s employees and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement; and (iv) to return or destroy all Confidential Information upon termination of this Agreement.

8.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1 and 8.2 will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient without access to the Confidential Information; or (vi) is approved for release or disclosure by the disclosing party in writing without restriction. Notwithstanding the foregoing, the Recipient will be allowed to disclose Confidential Information of the disclosing party to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body; provided that, the Recipient notifies the disclosing party of such required disclosure promptly in writing and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

9. WARRANTIES.

9.1 Software Warranty. During the Software Warranty Period, Webroot warrants that the Software, when used as permitted under this Agreement (including use on the computer hardware and operating system platform supported by Webroot), will operate substantially as described in the Documentation. Webroot does not warrant that the Licensee’s use of the Software will be error-free or uninterrupted. Webroot will, at its own expense and as its sole obligation and Licensee’s exclusive remedy for any breach of this warranty: (i) use commercially reasonable efforts to correct any reproducible error in the Software reported to Webroot by Licensee in writing during the Software Warranty Period; or (ii) if Webroot determines that it is unable to correct the error, refund to Licensee all License Fees received by Webroot, in which case this Agreement and Licensee’s right to use the Software will be terminated. Any such error correction provided to Licensee will not extend the Software Warranty Period.

9.2 Disclaimers. The express warranties in this Section 9 are in lieu of all other warranties, whether express, implied, or statutory, regarding the Software, Documentation, and Support, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party rights. Except for the express warranties in this Section 9, the Software, Documentation, and Support are provided "As Is" with all faults. In addition, Webroot disclaims all liability for the settings selected by Licensee during installation of the Software to manage the distribution and operation of the Software and for any programs, files, and content on the licensee’s computer(s) that the Software identifies as fitting within a defined category and that Licensee removes through its use of the Software. Licensee acknowledges and agrees that it has not relied on any oral or written information or advice, whether given by Webroot, its suppliers, dealers, distributors, agents, or employees.

10. INFRINGEMENT CLAIMS. Webroot will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Software directly infringes any U.S. patents or copyrights, or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and Webroot will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Licensee will notify Webroot promptly in writing of such action, give Webroot sole control of the defense thereof and any related settlement negotiations, and cooperate with Webroot and, at Webroot’s request and expense, assist in such defense. If the Software becomes, or in Webroot’s opinion is likely to become, the subject of an infringement claim, Webroot may, at its option and expense: (a) procure for Licensee the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing; or (c) terminate this Agreement, accept return of the Software and give Licensee a refund for the License Fees received by Webroot from Licensee less a reasonable allowance for the period of time Licensee has used the Software based on a deemed license term of three (3) years. Notwithstanding the foregoing, Webroot will have no obligation under this Section 10 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the Software not in accordance with this Agreement or for purposes beyond the scope set forth in the Documentation; (ii) any use of the Software in combination with other products, equipment, software, or data not supported by Webroot; (iii) any use of any release of the Software other than the most current release made available to Licensee; or (iv) any modification of the Software by any person other than Webroot or its authorized agents or subcontractors. If an infringement action or claim against Webroot is based on any of the exceptions to Webroot’s indemnity as set forth above, Licensee will defend such action or claim at its own expense and will pay all damages and costs finally awarded against Webroot in connection with such action or claim or agreed to in any monetary settlement thereof. Webroot will promptly notify Licensee in writing of such action or claim, give Licensee sole control of the defense thereof and any related settlement negotiations, cooperate with Licensee and, at Licensee’s request and expense, assist in such defense. This Section 10 states Webroot’s entire liability and Licensee’s sole and exclusive remedy for infringement claims and actions.

11. LIMITATION OF LIABILITY. Except with respect to claims arising out of a breach of Sections 2, 3 and/or 8, in no event will either party be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost or damaged data and lost profits, arising from or relating to this Agreement even if the party has been advised of the possibility of such damages. Additionally, in no event will Webroot’s total cumulative liability in connection with this Agreement and the Software, Documentation, and Support, whether in contract or tort or otherwise, exceed the amount of License Fees paid to Webroot hereunder.

12. TERM AND TERMINATION.

12.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for the Subscription Term as specified in the Service Order (the "Initial Term"). At the end of the Initial Term, this Agreement shall be renewed automatically for consecutive renewal terms of twelve (12) months (each such term, a "Renewal Term") (such Renewal Terms together with the Initial Term, the "Term"), unless terminated by either party by providing the other party written notice at least thirty (30) days prior to the end of the applicable Term or unless terminated pursuant to Section 12.2.

12.2 Termination. Either party may terminate this Agreement if the other is in material breach of any obligation under this Agreement and does not cure such material breach within thirty (30) days after receiving written notice thereof, provided, however, that Webroot may terminate this Agreement, effective immediately upon written notice to Licensee, if: (a) Licensee breaches any provision in Section 3 and does not cure the breach within ten (10) days after receiving written notice thereof; (b) Licensee fails to pay any portion of the License or Support Fees when due and does not pay such overdue amount within ten (10) days after receiving written notice thereof; (c) Licensee ceases business operations, assigns its assets for the benefit of creditors, or files for bankruptcy; or (d) pursuant to Section 10, Webroot determines that the use of the Software may infringe or violate the Intellectual Property Rights of another party.

12.3 Effects of Termination. Upon termination of this Agreement by Webroot under Section 12.1 or 12.2, any amounts owed to Webroot under this Agreement before such termination will immediately be due and payable, and Licensee’s rights to the Support will immediately terminate. In addition, if this Agreement is terminated by Webroot under Section 12.2(a), (b), (c), or (d), Licensee must promptly discontinue all use of the Software, erase all copies of the Software from Licensee’s computers, return or destroy all copies of the Software and Documentation on tangible media in Licensee’s possession or control, and certify in writing to Webroot that Licensee has fully complied with these requirements. Upon termination of this Agreement for any other reason, any amounts owed to Webroot under this Agreement before such termination will immediately be due and payable.

12.4 Survival. The following sections will survive termination of this Agreement for any reason: Sections 1 (Definitions), 3 (License Restrictions), 4 (Ownership), 7 (Payment), 8 (Confidentiality Rights and Obligations), 9.2 (Disclaimers), 11 (Limitation of Liability), 12.3 (Effects of Termination), 12.4 (Survival), and 14 (General).

13. ACKNOWLEDGEMENTS. The Software is configured to (i) automatically block, remove, and/or quarantine the installation of software that Licensee may not want on its computer system ("Potentially Unwanted Software") and (ii) enable Licensee to decide whether or not it wants Potentially Unwanted Software installed on its computer system. The choice is Licensee’s. If Licensee does not want the ability to remove potentially unwanted software from its computer system, Licensee shall not accept this license and will not install the Software. If the Software identifies Potentially Unwanted Software, the Software will ask Licensee if its wants to retain or remove the program(s). Licensee understands that whether the Software removes or disables Potentially Unwanted Software is its choice and that it is solely responsible for selecting which Potentially Unwanted Software the Software removes or disables. Licensee agree that Webroot is not responsible for such removal or disabling or the consequences thereof. Removing or disabling the Potentially Unwanted Software may cause other software on Licensee’s computer system ("Other Software") to stop working, and it may cause Licensee to breach a license to use Other Software on Licensee’s computer system if the Other Software installed the Potentially Unwanted Software as a condition of Licensee’s use of the Other Software. Licensee is hereby advised to review the license agreement(s) for Other Software before authorizing the removal of Potentially Unwanted Software. Licensee acknowledges that its use of the Software may remove or disable other programs on Licensee’s computer system, including software that may or may not be Potentially Unwanted Software. While Webroot uses reasonable efforts to properly identify Potentially Unwanted Software and regularly update its list of such programs, Webroot cannot and does not guarantee that its list is complete or accurate. For more information regarding how to access and review Potentially Unwanted Software blocked or quarantined by the Software, and/or how to prevent such a program from being blocked or quarantined in the future, please contact Support following installation.

14. GENERAL.

14.1 Export Laws. Licensee acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software. Licensee agrees that it will not export or re-export the Software in any form in violation of the export laws of the United States or any foreign jurisdiction. Licensee will defend, indemnify, and hold harmless Webroot from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.

14.2 Assignments. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Software) to any third party without Webroot’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Without limiting Webroot’s right to assign or transfer any of its rights or obligations hereunder, Webroot will have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.

14.3 Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in the Service Order, and will be effective upon the earlier to occur of receipt or three (3) business days after being deposited in the mail as required above. Either party may change its address by giving written notice of the new address to the other party.

14.4 Governing Law and Venue. This Agreement will be governed by the laws of the State of Delaware, without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding relating to this Agreement must be brought in a federal or state court in Denver or Boulder County, Colorado (provided, however, that nothing in this Agreement will prevent Webroot from seeking injunctive relief to enforce the terms of this Agreement in any venue or jurisdiction, as determined in Webroot’s sole convenience), and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its costs, expenses and reasonable attorneys’ fees, in addition to any other relief it may receive.

14.5 Remedies. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of Webroot, that any actual or threatened breach of Sections 2, 3 or 8 will constitute immediate, irreparable harm to Webroot for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach, and Licensee waives any requirement by Webroot for posting bond.

14.6 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.7 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

14.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of this Agreement will govern all purchase orders or similar ordering documents submitted by Licensee to Webroot and preprinted or form terms in any purchase order or similar ordering document will have no legal effect on the parties.Facsimile signatures will be considered originals for the purposes of execution or modification of this Agreement. The Section headings in this Agreement are for convenience only and are not to be used in interpreting this Agreement.

SCHEDULE 1

DEFINITIONS

The following terms shall have the following meanings:

1. "Business Hours" means the hours between 7:00 a.m. and 6:00 p.m. (Mountain Time) during a Business Day.
2. "Business Day" means Monday through Friday, excluding holidays.
3. "Content Updates" means the changes to the database of programs, files, and content that the Software identifies as fitting within a defined category, as provided by Webroot from time to time.
4. "Confidential Information" means all trade secrets, business, technical and financial information, computer software, machine and operator instructions, business methods, procedures, know-how, and other information that relates to the business or technology of either party that is identified as being confidential at the time of disclosure.
5. "Documentation" means the online user manual, instructions, and specifications provided by Webroot to assist Licensee in the installation, operation, and use of the Software.
6. "Eligible Personnel" means up to two (2) employees or contractors of Licensee designated in writing to Webroot who may contact Webroot to obtain the Support described in Schedule 2.
7. "Incident" means any problem, question, or other request for assistance from Licensee pertaining to the Software that does not relate to: (a) any problem, question, or other request that occurs during the Software Warranty Period; (b) a Software Error; (c) Licensee’s request for any enhancements to the Software; (d) an inaccuracy in the Documentation; (e) a false positive detection of malware; or (f) a report of malware not identified by the Software.
8. "Intellectual Property Rights" means all worldwide patents, patent applications, copyrights, trademarks, design rights, service marks, trade names, trade dress, trade secrets, know-how, moral rights, and any other intellectual property or proprietary rights.
9. "License Fees" means the Software license fees set forth in the Service Order.
10. "Software" means either Webroot® AntiSpyware Corporate Edition or Webroot® AntiSpyware Corporate Edition with AntiVirus (as specified in the Service Order) software program in executable code form, and any modified, updated, or enhanced versions of such program Webroot provides to Licensee under this Agreement.
11. "Software Error" means the material failure of the Software to perform in accordance with the then-current Documentation that is reproducible by Webroot.
12. "Software Warranty Period" means the thirty (30) day period after the Effective Date.
13. "Subscription Term" means the term for the purchased products and/or services as set forth in the Service Order.
14. "Support Fees" means the fees for the applicable level of Support selected by Licensee as set forth in the Service Order.
15. "Support" means the Software maintenance and support services set forth in Schedule 2 made available to Licensee depending upon the level of service and duration selected by the Licensee.
16. "Support Term" means the period for which Licensee has paid the applicable Support Fees.

SCHEDULE 2

SUPPORT

1. Levels of Support. Depending on the level of Support purchased, Webroot will provide Support for the Software as set out below to Eligible Personnel for the most current version of the Software and the most recent previous version of the Software.

1.1 BASIC SUPPORT

• Telephone Support during Business Hours on Business Days.
• Access to Webroot technical support through telephone, email and online trouble ticketing system.
• Five (5) Incidents per year.
• Access to the Webroot online knowledge base.
• One (1) named Licensee contact.
• Custom malware removal available via e-mail only.
• Unlimited access to online user group.

1.2 SILVER SUPPORT – Includes Basic Support plus the following:

• Telephone Support available 24 hours per day / 7 days per week.
• Unlimited Incidents (phone, email and tickets) per year.
• Two (2) named Licensee contacts.
• Prioritized phone support through a dedicated phone queue.
• Security alerts and periodic technical bulletin for upgrade notifications and known bugs.

1.3 GOLD SUPPORT – Includes Silver Support plus the following:

• Prioritized phone support handled by a dedicated Gold Support team.
• Custom malware removal with phone-based service.
• Three (3) named Licensee contacts.
• One yearly on-site visit at a reduced cost.

1.4 PLATINUM SUPPORT – Includes Gold Support plus the following:

• Prioritized phone support handled by a dedicated Platinum Support team with the addition of a Technical Support Account Manager resource assigned to the account.
• Five (5) named Licensee contacts.
• One yearly on-site visit.

2. Software Updates and Upgrades. Webroot, at its sole discretion, may make modifications, updates, upgrades, or enhanced versions available to Licensee during the Support Term. Any such modifications, updates, upgrades, or enhanced versions provided hereunder will be deemed to constitute part of the Software and will be subject to the terms of the Agreement.

3. Content Updates. Licensee may obtain Content Updates during the Support Term. To be notified of and receive the Content Updates, Licensee must record its license for the Software with Webroot either through product registration or a direct purchase through www.webroot.com. Webroot will not be responsible for Licensee’s failure to follow the requirements to obtain Content Updates.

4. Software Errors.

4.1 Priority Levels. Upon receipt of a Software Error report from Eligible Personnel, including all information from Licensee that Webroot deems necessary to diagnose the Software Error, Webroot will acknowledge the report and assign a log number. If the Software Error cannot be reproduced, Webroot will indicate such and may recommend actions to Licensee to assist in the diagnosis or request additional information. As soon as practical after receiving all necessary information regarding the Software Error, Webroot will determine, in its sole discretion, the priority of the Software Error according to the priority levels listed below and will use commercially reasonable efforts to remedy the Software Error as set forth below. If Webroot determines in good faith that any such Software Error is the result of an error or misstatement in the Documentation, Webroot may correct such non-conformity solely by amending the Documentation, as necessary. Licensee, through its Eligible Personnel, will use commercially reasonable efforts to assist Webroot in the implementation in Licensee’s computer environment of any solutions for the Software Errors provided by Webroot pursuant to this Section.

LEVEL	DESCRIPTION
Priority 1	Occurs if the Software materially fails to conform to the functional specifications set forth in the Documentation and Licensee is unable to proceed without a fix to the problem or a work-around solution provided by Webroot (e.g., Software downtime problems). Webroot will assign a Priority 1 Software Error to Tier 3 Support personnel, and such personnel will respond directly to Licensee indicating the plan to seek resolution and provide regular status updates to the Licensee until the Software Error is resolved.
Priority 2	Occurs if the Software contains major functional failures to conform with the specifications set forth in the Documentation, which Licensee is able to work around but the Software can only be used to a limited degree (e.g., partial or limited functionality). Webroot will assign a Priority 2 Software Error to Tier 2 Support personnel, and such personnel will respond directly to Licensee indicating the plan to seek resolution and provide regular status updates to the Licensee until the Software Error is resolved.
Priority 3	Occurs if the Software or Documentation contains incorrect logic, incorrect descriptions, or functional problems which Licensee is able to work around, or where a temporary correction has been implemented (e.g., fully functional but needs improvement) or where the Software conflicts with other software applications and no workaround is available. Depending on the severity of the Priority 3 Software Error, as determined by Webroot in its sole discretion, Webroot will determine the plan to seek resolution for the Software Error and will respond directly to Licensee indicating whether the Software Error will be resolved, at Webroot’s sole discretion, in the next modification, update, upgrade, or enhanced version of the Software
Priority 4	Occurs if Licensee has a suggestion for an enhancement to the Software. Webroot will take Licensee’s request for an enhancement under consideration and will determine at Webroot’s sole discretion whether to include the enhancement or some variation thereof in the next modification, update, upgrade, or enhanced version of the Software, if at all.

4.2 Procedural Workarounds. If Webroot fails or is unable to correct any Software Error, Webroot will use commercially reasonable efforts to develop procedures or routines to avoid or substantially diminish the practical adverse effects of the relevant Software Error. Any failure or inability by Webroot to develop any such procedure or routine, or Webroot’s failure or inability to do so in a timely fashion, will in no event be deemed a breach of Webroot’s obligations hereunder.

WEBROOT PROFESSIONAL SERVICES AGREEMENT

This Webroot Professional Services Agreement ("Agreement") is a legal contract between Webroot Inc. (If you are in the United Sates or Canada) or Webroot International Limited (If you are outside the United States or Canada) ("Webroot") and you. As used in this agreement, "you" refers to you as an individual and the company on behalf of which you are procuring the services as an employee or agent ("company"). You represent and warrant that you have the full corporate right, power, and authority to enter into this agreement on behalf of the company, that this agreement has been duly authorized by the company, and that this agreement will constitute the legal, valid, and binding obligation of the company, enforceable against the company in accordance with its terms.

1. PROFESSIONAL SERVICES. "Professional Services" means services provided to You by Webroot that You purchase or that are otherwise made available to You by Webroot pursuant to a Webroot quote or other similar document ("Order Documentation") in connection with the uninstall, installation, configuration and/or implementation of Webroot products.

2. FEES. You are responsible for paying Webroot the fees for the Professional Services that are specified in the Order Documentation ("Fees"). All Fees are non-refundable except as otherwise set forth in this Agreement or in Your Order Documentation. The Fees exclude any taxes. You will be responsible, and will indemnify and hold Webroot harmless, for payment of all applicable sales, use or other taxes (excluding taxes based on Webroot's income), arising from the payment of the Fees or the delivery of the Professional Services. You will pay Webroot the Fees within thirty (30) days of the date of purchase of the Professional Services, unless otherwise set forth in the Order Documentation.

3. TERM. This Agreement will begin on the date that of the Order Documentation ("Effective Date") and will continue until the Professional Services are completed ("Term"). During the Term, either party may at any time, with or without cause, terminate this Agreement by providing written notice to the other party; provided, however, that if Company terminates this Agreement pursuant to this Section 3, Company shall promptly pay Webroot for all Professional Services provided prior to and through the effective date of termination.

4. REMOTE ACCESS AGREEMENT. If the Professional Services are to be provided remotely, You and certain of Your representatives will be required, at the time that the Professional Services are initiated and at the beginning of any new session related to the provision of the Professional Services, to agree to the terms of a click-through Remote Access Agreement substantially similar to the form attached hereto as Exhibit A ("Remote Access Agreement"). To the extent of any conflict between the provisions of this Agreement and the Remote Access Agreement agreed to by You at the time of provision of the Professional Services, the provisions of this Agreement shall control.

5. WARRANTY. The Professional Services shall be performed in a professional manner, consistent with industry standards. Webroot warrants that the Professional Services will be provided free from defects in performance, will conform to all specifications described in the Order Documentation, and will be fit and sufficient for the purposes expressed in, or reasonably inferred from this Agreement.

6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEBROOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXCLUDING DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OF WEBROOT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING $500.00. THIS SECTION 7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. GOVERNING LAW. For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court.

8. FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

9. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

10. GENERAL. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. The provisions of this Agreement that, by their sense and context, are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement. Webroot may provide You with notice of matters relating to this Agreement by sending You an email. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely assign or transfer its rights or obligations hereunder to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Webroot. No modifications or amendments shall be made to this Agreement unless in writing and signed by the parties. This Agreement and the Remote Access Agreement constitute the complete and exclusive statement of the mutual understanding between You and Webroot and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of this Agreement and the Remote Access Agreement. Notwithstanding the foregoing, if You have entered into a separate written agreement signed by Webroot for provision of the Professional Services, the terms and conditions of such other agreement will prevail over any conflicting terms and conditions in this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by You will be for administrative purposes only and will have no legal effect.

EXHIBIT A

Remote Access Agreement

As used in this Agreement, "You" and "Your" refer to you as an individual and, if applicable, the company on behalf of which you are agreeing to the terms of this Remote Access Agreement ("Agreement"). If You are entering into this Agreement on behalf of a company, you represent and warrant that (i) you have the full corporate right, power, and authority to enter into this Agreement on behalf of the company, (ii) this Agreement has been duly authorized by such company, and (iii) this Agreement will constitute the legal, valid and binding obligation of such company, enforceable against such company in accordance with its terms.

You have requested that Webroot remotely connect to Your computer systems via the internet to assist with either (i) the uninstall, installation, configuration and/or implementation of certain Webroot products purchased by You, or (ii) the resolution of a computer system problem. Pursuant to the terms of this Agreement and any other documentation between You and Webroot, if applicable, Webroot hereby agrees to attempt to assist You by allowing a member of the Webroot support team to view Your desktop and share control of Your mouse and keyboard.

You expressly acknowledge that there is a possibility that Webroot's efforts to solve Your problems by remotely connecting to Your computer systems may result in damage to Your computer hardware, software and/or any related systems, including, without limitation, loss of data. Notwithstanding the possibility of such damage, You hereby expressly grant Webroot and its employees, contractors agents and representatives permission to connect to Your computer systems remotely, to record the screen activity during the remote assistance session, and to collect the personal information and/or information about Your computer system strictly in conformance with the Webroot privacy policy (which is available at http://www.webroot.co.uk/En_GB/about-privacy.html).

You hereby waive and release any and all claims You may have or will ever have against Webroot and its employees, agents, affiliates, officers, and directors relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from Webroot remotely connecting to Your computer systems pursuant to this Agreement, as well as the recording of the sessions and collection of personal and/or computer system information, including, without limitation, loss of data and damage to Your computer hardware, software and/or any related systems.

You agree to defend, indemnify, save and hold harmless, Webroot and its officers, directors, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees arising from or in any way relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from Webroot remotely connecting to Your computer systems, recording the sessions, and/or collecting information as requested by You herein.

For any action relating to this Agreement, You agree to the following governing law (without regard to conflicts of laws principles) and exclusive jurisdiction and venue, according to Your location. United States or Canada: State of Colorado governing law, jurisdiction and venue in the courts of Denver, Colorado. Outside of the United States or Canada (except Japan): Republic of Ireland governing law, jurisdiction and venue. Japan: Japan governing law, jurisdiction and venue in the Tokyo District Court.