NetClean ProActive™
END-USER LICENSE AGREEMENT (“EULA”) FOR NETCLEAN PROACTIVE
ATTENTION! Use of the software (downloaded or on media) is subject to the following EULA. You should not install the software until you have read the following text. By installing, you agree that you have read this EULA and accept its terms. If you do not agree, delete the downloaded software or if received on media, promptly return the media.

Note that trademarks of Microsoft Corporation (“Microsoft”) as well as other third-party trademarks are owned by the respective parties. NetClean respects any such third-party trademarks and other intellectual properties.


1. LICENSE GRANT
1.1. NetClean Technologies AB ("NetClean") grants to LICENSEE a non-transferable and non-exclusive license, without right to sub-license, but with right;
a) to use (load, transmit, execute, store or display) the NetClean ProActive software (the “Software”), but only in machine-readable form, on one, if not otherwise agreed in a specific Customer Agreement, single computer (the “Designated Machine”), and
b) to make a back-up copy in machine-readable form. Such copy must contain the same copyright information as the original Software.

1.2. NetClean shall retain on behalf of itself or the original owner title to any intellectual property rights, including patent, trademark, copyright, and trade secret rights, and title to the Software.

1.3 LICENSEE may not, without NetClean’s prior written consent, assign, delegate, sub license, pledge or otherwise transfer this license, or any of its rights or obligations hereunder this EULA to any party, except to a successor to substantially all of LICENSEE´s assets and business if the successor agrees in writing to be bound by this EULA.

1.4 Any reverse engineering is prohibited to the extent permitted by applicable law.

2. UPGRADES
2.1. If the Software in this packet is labelled as an upgrade, you must be properly licensed to use a product identified by NetClean as being eligible for upgrade, in order to use the Software in this packet. If the Software in this packet is labelled as an upgrade it replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. LICENSEE may use the resulting upgraded product only in accordance with the terms of this EULA.

2.2. For all NetClean software there is an applicable End of Life policy. Find further information at my.netclean.com. 

3. WARRANTY
3.1 The LICENSEE is aware of the fact that all software contains unknown bugs and when delivered the Software may contain such bugs.

3.2. NetClean warrants that the Software will, when delivered, be in good working order and conform to the Software specifications when used, without material alteration, on the Designated Machine, in accordance with the instructions set forth in the Software manual.

3.3. Should any of the Software, in the absence of LICENSEE’s accident, abuse or misapplication, fail to conform to the Software specifications, under normal use and service, during three (3) months' period after delivery, NetClean’s sole obligation shall be – at NetClean’s option - to correct or replace the failing Software.

3.4. NETCLEAN DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.5. NETCLEAN'S LIABILITY FOR LOSSES OF DATA OR LOSSES OF PROFIT OR ANY OTHER LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL ARISING FROM THE DESIGN OR USE OF OR INABILITY TO USE, ANY OF THE SOFTWARE SHALL, EVEN IF NETCLEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE LIMITED TO THE AGGREGATE AMOUNT OF THE FEES PAID TO NETCLEAN UNDER THIS EULA OR IF NO FEE IS PAYABLE EURO ONETHOUSAND.

3.6. LICENSEE shall be solely responsible for assuring
a) that the Designated Machine is compatible with the Software,
b) the existence of adequate back-up plans to accommodate any failure of the Designated Machine or the Software,
c) the accuracy of the input data, and
d) proper use of the Software.

4. USE OF MICROSOFT CODE
4.1 Microsoft code, in any form including modifications and documentation etc., that reads and generates hash values and documentation (“PhotoDNA”), included in the Software, may only be used as incorporated into the Software; and may not be copied except to the extent required for permitted use of the Software or for backup or archival purposes; and any reverse engineering is prohibited to the extent permitted by applicable law.

4.2 The disclaimer in article 3.4 and 3.5 referring to NetClean shall include also Microsoft, its subsidiaries or any Microsoft affiliate and relieve Microsoft, its subsidiaries or any Microsoft affiliate from liability to the same extent as NetClean.

5. TERMINATION
The license is effective until terminated. LICENSEE may terminate the license at any time by destroying all copies of the Software. The license will terminate immediately without notice from NetClean if LICENSEE fails to comply with any provision of this EULA. Upon termination, LICENSEE must destroy all copies of the Software. LICENSEE agrees that upon termination of the license for any reason, NetClean may take actions so that Software no longer operates.

6. GOVERNING LAW
This EULA will be governed by the laws of Sweden, without reference to conflict of laws principles. LICENSEE agrees that any litigation relating to this EULA may only be brought in, and shall be subject to the jurisdiction of, any court of Sweden.

7. DATA PROTECTION
It is the sole responsibility of the LICENSEE to ensure that any registration of data in connection with the use of the Software is handled in accordance with applicable data protection legislation.

8. SEVERABILITY
If any provision of this EULA is held to be unenforceable, this EULA will remain in effect with the provision omitted, unless omission would frustrate the agreed intent of the parties, in which case this EULA will immediately terminate.

9. INTEGRATION
With the exception of a specific Customer Agreement, referring to this EULA, this EULA is the entire agreement between LICENSEE and NetClean relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this EULA. With the exception of a specific Customer Agreement no modification of this EULA will be binding, unless in writing and signed by an authorized representative of each party.

10. SURVIVAL
After expiration of this EULA the following articles shall survive; 1.2, 3.5, 4.1, 4.2, 6 and 11.

11. RESERVATION OF RIGHTS
All rights not expressly granted in this EULA are reserved by NetClean. NetClean reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

12. EXPORT RESTRICTIONS
LICENSEE acknowledges that the Software may contain technology that is subject to export restrictions by the United States government, Swedish government, EU government and other governments and also import restrictions by certain foreign governments. The LICENSEE will not, and will not permit any third-party, to remove or export or permit the export or re-export of any part of the Software in violation of such restrictions.

13. STATISTICS
For development purposes NetClean may use aggregated error, incident and user interaction information, as long as identification of the Customer or any individual end-user is not possible.