Last updated on: July 15, 2015.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING/ DOWNLOADING AND/OR USING REASON CORE SECURITY.
BY ACCESSING, DOWNLOADING, INSTALLING AND/OR USING Reason Core Security, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. By accepting these Terms, you confirm that you are: (i) lawfully entitled to use the Software and/or Website in the country in which you are located, and (ii) of legal age to engage in this binding agreement with us. If you are a minor according to the law of the country you reside in, you are not permitted to use Reason Core Security. If you do not accept these Terms, then you may not access, download, install or use Reason Core Security (as applicable).
We reserve the right, without prior notice and at our sole discretion, to change modify and/or update these Terms at any time, and/or modify, change, or discontinue or cancel any feature of Reason Core Security. In case that we update these Terms, then we will post the updated Terms on the Website, and if the update is material, we will provide you with a notice via email or ask for your consent. Also, we will update the “Last updated on” date above. We recommend you to check these Terms from time to time for changes. Your continued use of Reason Core Security following any changes to these Terms or Reason Core Security, constitutes your irrevocable acceptance of all such changes. If you do not accept any modification to Reason Core Security and/or these Terms, your only recourse is to cease using the Website and uninstall the Software.
Subject to your compliance with the terms of these Terms, you are hereby granted with a limited, non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, license to use the Reason Core Security website available at: www.reasoncoresecurity.com (the “Website”), and to download and install one copy of the Reason Core Security software that accompanies these Terms (the “Software”, and collectively, “Reason Core Security”) on a personal computer, or other compatible device you own. The license to the Software is granted to you for personal use and not for commercial use. You may transfer the license to the Software granted to you hereunder to a different device you own if you uninstall and remove the Software from the original device. For avoidance of doubt, you must have a valid license to the Software for each device you wish to operate the Software on. All rights not expressly granted to you hereunder are retained by us. Except as expressly provided herein, you may not: (i) copy, translate, modify, decompile, reverse engineer, disassemble, or create derivative works based on Reason Core Security; (ii) transfer, share or permit other individuals and/or entities to use the Software, lease, rent, distribute and/or transfer the Software or your rights to use the Software to any other individual and/or entity; (iii) make the Software available to any individual and/or entity through any means, including but not limited to file-sharing service, uploading the Software to a network, “software as a service” (SaaS), or any other type of services; (iv) harvest and/or extract any information and/or data from Reason Core Security or any part thereof; (v) delete or modify any attributions, trademarks, legal notices, copyright, or other proprietary markings and/or designations which are part of Reason Core Security; (vi) use Reason Core Security in any manner inconsistent with the conditions of these Terms; (vii) use Reason Core Security in any unlawful manner, for any unlawful purpose.; or (viii) use the Software as a standalone, or in conjunction with any other software or products, to infringe any third party's rights, including without limitation third party's intellectual property rights, to invade users' privacy, store, track, transmit or record personal information about any other user of the Software, or to interfere, disruptor harm us or Reason Core Security in any way.
You can choose to purchase an annual subscription to receive the Complete Protection Version of the Software (“Annual Subscription”) by using your credit card or your PayPal account. We use PayPal’s Payflow Payment Gateway in order to process payments. You can choose to subscribe to the Complete Protection Version of the Software on an auto-renew basis or to pay for each Annual Subscription separately. Refunds. If you are an individual who purchased a subscription to the Software and you are not satisfied with it, we will refund you the subscription fee that you paid for your current Subscription Period (less any taxes, shipping costs, handling, except in certain states and countries where shipping, handling and taxes are refundable); provided that you contact us at: [email protected] during the thirty (30) day period following the date on which you subscribed to the current annual subscription of the Software.
We may, at our sole discretion, update the Software from time to time. An update may include the addition of new features and bug fixing. In order to provide you with the most updated version of the Software, you acknowledge agree that updates and new versions of the Software may be downloaded and installed automatically. If you are using the Standard Protection Version not all of these updates may be available for you. If you are using the Complete Protection Version you are entitled to receive all new features to and versions of the Software, as applicable, during your Subscription Period (as defined below). These updates and new features may include additional terms to which you will have to agree. From time to time, we may update some features and components of the Software, including without limitation, the following: software and products that the Software identifies as threats, such as malware (collectively, “Protection Updates”). You are entitled to receive Protection Updates for the Software when using the Software whether as a Standard Protection Version user or a Complete Protection Version user. The term “Standard Protection Version” means the free of charge version of the Software which does not include real time protection and initiated scheduled scans of the device, and the term, “Complete Protection Version” means the paid version of the Software which includes real-time protection and scheduled scans of the device.
Third Party Service Providers.
We may use third parties to provide us with audit, payment, maintenance, analysis, and development services with respect to Reason Core Security. We may provide your information to such third parties. We currently use the following third party providers:
- PayPal Payflow, for processing your payment, if applicable. You can read about PayPal’s practice with respect to the protection of your information at: https://www.paypal.com/us/webapps/mpp/ua/privacy-full;
- Avangate, for processing your payment, if applicable. You can read about Avangate’s practice with respect to the protection of your information at: https://shop.reasoncoresecurity.com/order/privacy.php;
- Google Analytics, for monitoring and analyzing our performance. You can read about Google’s practice with respect to the protection of your information at: http://www.google.com/intl/en/policies/privacy/;
- Amazon Web Services, Inc. servers, for processing your information. You can read about Amazon’s practice with respect to the protection and the security of their servers and your information at: http://awsmedia.s3.amazonaws.com/pdf/AWS_Security_Whitepaper.pdf;
- Kayako, for providing you with support services. You can read about Kayako practice with respect to the protection and the security of their servers and your information at: http://www.kayako.com/company/privacy/.
Term and Termination.
If you have obtained a license to use the Standard Protection Version of the Software, then these Terms and the license granted hereunder are in effect as of the date on which you installed the Software and until you uninstall the Software. If you purchased a license to use the Complete Protection Version of the Software, these Terms and the license granted to you are valid as of the Activation Date and until the end of the Subscription Period. The term, “Activation Date” means the date on which you insert the license key into the Software (you will receive the license key by email once your payment is made), and the term “Subscription Period” means the period starting on the Activation Date and ends on the expiration of the then current Annual Subscription (which may be part of ongoing yearly separate payments, a onetime payment, or auto renew payment). You may terminate these Terms and the license granted to you under these Terms by uninstalling the Software and by ceasing to use the Website. In case you breach any provision of these Terms, these Terms and the license granted to you hereunder will terminate automatically without notice to you. We shall not be liable for any removal, suspension of or disabling of your access to Reason Core Security. If you are using the Standard Protection Version of the Software, we may terminate these Terms at any time without prior notice. If you using the Complete Protection Version of the Software and fail to pay the applicable Annual Subscription, your license to use the Complete Protection Version of the Software will be terminated and your license key may automatically be de-activated. Except as provided above, nothing herein entitles you to a refund of any payment made hereunder. This Section 6, Section 7 and Sections 11-15 of these Terms will survive termination or expiration of these Terms. Upon termination or expiration of these Terms, your rights to use Reason Core Security shall ceases.
Ownership; Proprietary Rights.
All right, interest and title in and to Reason Core Security and any related features, services, and/or modifications thereto, including associated proprietary rights, evidenced by or embodied in, attached or related to Reason Core Security, are and will remain owned solely by us or our licensors. These Terms do not convey to you any interest in or to Reason Core Security, but only a limited right of use according to these Terms. Nothing in these Terms constitutes a waiver of our proprietary rights under any applicable law. The license granted to you is neither contingent with respect of any future functionality or features, nor dependent on any public comments (in writing or orally) made by us regarding future features or functionality. You understand and agree that the technology manifested in the Software constitutes our and our third party suppliers’ valuable know how and trade secrets and to the extent you discover any such trade secrets, you shall not disclose them to any third party. Any unauthorized use or disclosure will cause us irreparable harm and loss.
Representations and Warranties.
You hereby represent and warrant that: (a) you will use Reason Core Security as permitted under these Terms; (b) when using Reason Core Security, you shall comply with all applicable laws, rules, regulations, and industry best practices ; (c) you will not use Reason Core Security for any or inappropriate purpose; (d) you are not located in a country that is subject to a U.S. Government embargo; (e) you are located in a country that has been designated by the U.S. Government as “terrorist supporting”; and (f) you are not listed on U.S. Government list with respect to restricted or prohibited parties.
U.S. Government User and Export Laws.
Any use or disclosure of Reason Core Security by the U.S. Government is subject to the restrictions as detailed in these Terms and DFARS 252.227-7013(c)(1)(ii) (OCT 1988), DFARS 227.7202-1(a) and 227.7202-3(a) (1995), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III). Reason Software Company Inc. is the manufacturer. You will: (i) comply with all U.S. export laws and regulations in order to ensure that Reason Core Security and/or any technical data related thereto are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, any laws and regulations; and (ii) not export and/or re-export Reason Core Security and/or any technical data related thereto to any U.S. embargoed country.
REASON CORE SECURITY IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE OPERATION OF REASON CORE SECURITY WILL BE UNINTERRUPTED; OR (B) REASON CORE SECURITY WILL MEET YOUR REQUIREMENTS; OR (C) REASON CORE SECURITY WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED;(C) REASON CORE SECURITY WILL BE AVAILABLE WHERE YOU RESIDE OR IN ANY OTHER SPECIFIC LOCATION. YOUR ONLY REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH REASON CORE SECURITY IS TO UNINSTALL AND CEASE YOUR USE OF REASON CORE SECURITY. Furthermore and except as expressly provided herein, we are not obligated to maintain Reason Core Security, or to provide you with any support, updates, bugs fix or any other features available therein. You acknowledge and agree that you are solely responsible for and assume all the responsibility and risk for your use of Reason Core Security. We are not responsible to you or to any third party. You are responsible if you breach any of your representations and warranties herein, and for any loss or damage which we may suffer as a result of any such breach.
Limitation of Liability.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, PARENTS, SUCCESSORS, ASSIGNS, OR LICENSORS (“Group Members”) BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR SERVICE INTERRUPTION, LOSS OF GOODWILL, LOSS OF BUSINESS PROFITS, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES ARISING IN CONNECTION WITH ANY USE OF REASON CORE SECURITY OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE INSTALLATION, UNINSTALLATION, USE OF OR INABILITY TO USE REASON CORE SECURITY UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR TOTAL LIABILITY (INCLUDING all of our Group Members) FOR ANY CLAIM ARISING OUT OF OR IN CONECTION WITH THESE TERMS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE USE OF REASON CORE SECURITY.
You agree to defend, indemnify and hold us, and our Group Members, harmless from and against any and all claims, damages, obligations, liabilities, losses, costs and expenses (including attorney's fees) arising from: (i) your access to or use of Reason Core Security; (ii) your violation of these Terms; or (iii) your breach of third party right, including without limitation, any intellectual property right, or privacy right.
Governing Law and Disputes.
These Terms shall be construed and governed in accordance with the laws of State of New York, without giving effect to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any claim that you have with us, you agree, prior to filing any suit or proceeding, to first contact us and attempt to resolve the claim informally by sending us a written notice of your claim (“Notice”). If you and we cannot reach an agreement to resolve the claim within 30 days after the Notice is received, then such claim shall be finally exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in New York, New York, and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both the parties. Nothing contained herein shall prevent us from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent remedy, against the other Party, in order to restrain the breach of any covenants pursuant to these Terms. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible. . YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO REASON CORE SECURITY OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
These Terms constitutes the entire understanding between the parties regarding the matters referred to herein. The Section headings are provided for convenience only and have no legal or contractual significance. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Our failure to enforce any rights or to take action against you in the event of any violation under these Terms shall not be deemed as a waiver of such rights. These Terms and any right granted herein may not be assigned by you without receiving our prior written consent. The controlling language of these Terms is English. In the event of any inconsistency between the English version and any other language version, the English language version shall prevail. Nothing in these Terms will be construed as creating a joint venture, employment, partnership, or agency relationship between you and us.
If you have any questions with respect to these Terms, please contact us at [email protected]