End User License Agreement
MCAFEE END USER LICENSE AGREEMENT
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS
OF THIS END USER LICENSE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER
PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL
AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS:

DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS SOFTWARE, AND

PROMPTLY RETURN THIS SOFTWARE AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM
YOU ACQUIRED THEM
1)
Definitions.
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
“Authorized Partner” means any of McAfee’s distributors, resellers or other business partners that are authorized
by McAfee in writing to sell Support or the Software license rights granted under this Agreement.
“Cloud Services” means the cloud services that McAfee provides to Customer as specified in one or more Grant
Letters. Access to the Cloud Services requires either an active support agreement or an active subscription, as
required by the specific offering.
“Documentation” means explanatory materials in printed, electronic or online form accompanying the Software in
English and other languages, if available.
“DATs” means detection definition files, also referred to as signature files, that contain the code(s) anti-malware
software uses to detect and repair viruses, Trojan horses, and potentially unwanted programs.
“Grant Letter” means a confirmation notice letter issued by McAfee to you, confirming the Software and Support
purchased by you, including the applicable product entitlement, as defined in the Product Entitlement Definitions
(further described at Section 3(a) below).
“High Risk System” means a device or system that requires extra safety functionalities such as fail-safe or faulttolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device
or system could lead directly to death, personal injury, or catastrophic property damage. A device or system with
a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a
secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event
of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended
operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may
be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft,
train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities,
power plants, medical systems and facilities, and transportation facilities.
“McAfee” means (i) McAfee, LLC, with offices located at 2821 Mission College Blvd., Santa Clara, California
95054, USA, if the Software is purchased in the United States (except as provided in subclause (vi), below),
Canada, Mexico, Central America, South America, or the Caribbean, (ii) McAfee Ireland Limited, with its
registered offices located at Building 2000, City Gate, Mahon, Cork, Ireland, if the Software is purchased in
Europe, the Middle East, or Africa, (iii) McAfee (Singapore) Pte Ltd., with a trading address located 101 Thomson
Road 29-02/05 United Square, Singapore, 307591, Singapore, if the Software is purchased in Asia (other than
China (if the Software is purchased in RMB) or Japan) or the region commonly referred to as Oceania, (iv) McAfee
Co. Ltd., with offices located at Shibuya Mark City West, 12-1, Dogenzaka 1-chome, Shibuya-ku, Tokyo, 150-0043,
Japan, if the Software is purchased in Japan, (v) McAfee (Beijing) Security Software Co. Ltd.., with a trading
address located at Room 616, No. 6 North Workers’ Stadium Road, Chaoyang District, Beijing, China, if the
Software is purchased in China (in RMB), or (vi) McAfee Public Sector LLC, with offices located at 2821 Mission
College Blvd., Santa Clara, California 95054, USA, if the Software is purchased by the U.S. Government, State
or Local Government, Healthcare organization or Educational institution within the United States.
“Software” means the McAfee software program in object code format (i) licensed from McAfee and purchased
from McAfee or its Authorized Partners, or (ii) embedded in or pre-loaded on McAfee-branded hardware
equipment purchased from McAfee or its Authorized Partners, in each case including Upgrades and Updates
that you install during the applicable Support period. Software may also include additional features or functionality
that can be accessed with either a current subscription or active support contract to certain Cloud Services as
required by the specific offering and subject to the Cloud Terms of Service.
“Standard” means a technology specification created by a government sponsored group, an industry sponsored
group, or any similar group or entity that creates technology specifications to be used by others. Examples of
Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of groups that create Standards
include IEEE, ITU, 3GPP, and ETSI.
“Subsidiary” means any entity controlled by you through greater than fifty per cent (50%) ownership of the voting
securities.
“Support” or “Technical Support” means the support services offered by McAfee for the support and maintenance
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l)
m)
2)
License Grant; Proprietary Rights.
a)
b)
c)
3)
of the Software and the McAfee-branded hardware equipment as further specified in the McAfee Technical
Support and Maintenance Terms.
“Updates” are related to content of the Software, including, without limitation, all DATs, signature sets, policy
updates, and database updates for the Software, and that are made generally available to McAfee’s customer
base as a part of purchased Support and which are not separately priced or marketed by McAfee.
“Upgrade” means any and all improvements in the Software that are made generally available to McAfee’s
customer base as part of purchased Support and which are not separately priced or marketed by McAfee.
Subject to the terms and conditions of this Agreement, McAfee hereby grants to you a non-exclusive, nontransferable right to use the Software (for the purpose of this Agreement, to use the Software includes to
download, install, and access the Software) listed in the Grant Letter solely for your own internal business
operations. You are not granted rights to Updates and Upgrades unless you have purchased Support (or a service
subscription granting rights to Updates and Upgrades).
The Software, including, without limitation, its object code and source code, whether or not provided to you, is
strictly confidential to McAfee. McAfee (or its licensors) owns exclusively and reserves all – and you may not
exercise any – right, title, and interest in and to the Software, including, without limitation, all intellectual property
rights in and to the Software, except to the extent of the limited Software use license granted to you in this
Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership
rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the
Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or
incorporated into the Software, all future Updates and Upgrades, and all other improvements, revisions,
corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets,
upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based
upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of McAfee,
having great commercial value to McAfee.
All Cloud Services, and any Software that includes Cloud Services, are subject to the McAfee Cloud Terms of
Service Agreement, which is posted at: http://www.mcafee.com/us/about/legal/cloud-terms-of-serviceagreement.aspx
Copy and Use Terms.
a)
b)
c)
d)
e)
f)
Product Entitlement: The use of the Software depends on the licenses purchased (e.g. nodes) and is subject to
the Product Entitlement Definitions set forth https://www.mcafee.com/us/resources/legal/mcafee-productentitlement-definitions.pdf on the applicable date of your Grant Letter.
Multiple Platforms/Bundles: If the Software supports multiple platforms or if you receive the Software bundled
with other software, the total number of devices on which all versions of the Software is installed may not exceed
your product entitlement. Certain Software licensed as part of a suite-based McAfee product may also require the
purchase of a separate McAfee server license in order to use the Software on certain types of servers, in each case
as specified in the Documentation.
Term: The license is effective for a limited period of time (“Term”) in the event that such Term is set forth in the
Grant Letter, otherwise the licenses shall be perpetual.
Copies: You may copy the Software as reasonably necessary for back-up, archival or disaster recovery purposes.
Subsidiaries; Managing Parties: You may permit use of the Software in accordance with the terms of this
Agreement by a Subsidiary only for so long as such entity remains your Subsidiary. You also may permit a third
party with which you enter into a contract to manage your information technology resources (“Managing Party”),
provided that (i) the Managing Party only uses the Software for your internal operations and not for the benefit of
another third party or the Managing Party, (ii) the Managing Party agrees to comply with the terms and conditions
of this Agreement and (iii) you provide McAfee with written notice that a Managing Party will be using the Software
on your behalf. You shall be responsible and fully liable for each Subsidiary’s and Managing Party’s compliance
with or breach of the terms of this Agreement.
General Restrictions: You may not, and you may not cause or allow any third party to: (i) decompile, disassemble
or reverse-engineer the Software; or create or recreate the source code for the Software; (ii) remove, erase,
obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or
instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or
Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and
Documentation made by you; (iii) lease, lend or use the Software for timesharing or service bureau purposes;
sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software
except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination
with any other product or service, any product or service to any person or entity, whether on a fee basis or
otherwise; (iv) modify, adapt, tamper with, translate, or create derivative works of the Software or the
Documentation; combine or merge any part of the Software or Documentation with or into any other software or
documentation; or refer to or otherwise use the Software as part of any effort to develop software (including,
without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or
other features similar to those of the Software or to compete with McAfee; (v) except with McAfee’s prior written
permission, publish any performance or benchmark tests or analysis relating to the Software; or (vi) attempt to do
any of the foregoing. You may not run or operate the Software in a cloud, Internet-based computing, or similar on-
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demand computing environment unless your Grant Letter specifically provides such.
4)
Technical Support and Maintenance.
The McAfee Technical Support and Maintenance Terms and Conditions apply if you have purchased Support. The
McAfee Technical Support and Maintenance Terms and Conditions are incorporated by reference and can be found
at https://support.mcafee.com/terms. After the support or service subscription period specified in a Grant Letter has
expired, you have no further rights to receive any Support including Upgrades, Updates and telephone support. McAfee
may change the Support offered at any time, effective as of the commencement of any renewal period. You will secure
any and all privacy-related rights and permissions from individual persons as may be required by regulation, statute, or
other law or your internal policies or guidelines in order to disclose to McAfee, in connection with McAfee’s performance
of Support or otherwise under this Agreement, applicable personally identifiable information, data, and material.
5)
Limited Warranty and Disclaimer.
a)
b)
c)
d)
e)
6)
Limited Warranty: McAfee warrants that, for a period of sixty (60) days from the purchase date (“Warranty
Period”), the Software licensed hereunder will perform substantially in accordance with the Documentation (the
“Limited Warranty”).
Exclusive Remedy: In case of any breach of the above Limited Warranty, as your exclusive remedy and McAfee’s
entire obligation and liability McAfee will (i) repair or replace the Software or (ii) if such repair or replacement
would in McAfee’s opinion be commercially unreasonable, upon McAfee’s receipt of your written representation
and promise that you have removed all instances of the Software and will not use the Software, refund the price
paid by you for the applicable Software.
Exclusion of Warranty: THE ABOVE LIMITED WARRANTY WILL NOT APPLY IF: (i) THE SOFTWARE IS NOT
USED IN ACCORDANCE WITH THIS AGREEMENT OR THE DOCUMENTATION, (ii) THE SOFTWARE OR
ANY PART THEREOF HAS BEEN MODIFIED BY ANY ENTITY OTHER THAN MCAFEE OR (iii) A
MALFUNCTION IN THE SOFTWARE HAS BEEN CAUSED BY ANY EQUIPMENT OR SOFTWARE NOT
SUPPLIED BY MCAFEE.
Disclaimer: EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED
“AS IS” AND MCAFEE MAKES NO REPRESENTATIONS OR WARRANTIES, AND MCAFEE DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS
INTEGRATION. WITHOUT LIMITING THE FOREGOING, MCAFEE MAKES NO WARRANTY,
REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT
WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL
PROTECT AGAINST ALL POSSIBLE THREATS.
High Risk Systems Terms: THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR
INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH RISK SYSTEMS. WITHOUT LIMITING ANYTHING
ELSE, MCAFEE HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS
MCAFEE FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING,
OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY,
SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN
CONNECTION WITH YOUR USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING,
WITHOUT LIMITATION, THOSE THAT (i) COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAILSAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK SYSTEM, (ii) ARE BASED ON A CLAIM,
ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF THE HIGH RISK SYSTEM DEPENDS OR
DEPENDED ON THE FUNCTIONING OF THE SOFTWARE OR THAT THE FAILURE OF THE SOFTWARE
CAUSED A HIGH RISK SYSTEM TO FAIL.
Limitation of Remedies and Damages.
a)
b)
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE,
CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS
AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY
KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES
DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF
PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF THE
EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND
EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH
DAMAGES.
REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR
ANY OTHER LEGAL THEORY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE
OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS
SUBJECT MATTER EXCEED THE AMOUNT OF TOTAL FEES PAID OR PAYABLE BY YOU FOR THE
SOFTWARE GIVING RISE TO SUCH CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE
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c)
d)
7)
Intellectual Property Indemnity.
a)
b)
c)
d)
e)
f)
g)
8)
EVENT GIVING RISE TO SUCH CLAIM.
No provision of this Agreement shall exclude or limit in any way (i) the liability of either party for death or personal
injury caused by negligence or (ii) your liability for excess usage of and/or any breach of McAfee’s intellectual
property rights in the Software.
THE LIMITATION OF LIABILITY IN THIS SECTION IS BASED ON THE FACT THAT END USERS USE THEIR
COMPUTERS FOR DIFFERENT PURPOSES. THEREFORE, ONLY YOU CAN IMPLEMENT BACK-UP PLANS
AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IN THE EVENT THAT AN ERROR IN THE SOFTWARE
CAUSES COMPUTER PROBLEMS AND RELATED DATA LOSSES. FOR THESE BUSINESS REASONS, YOU
AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT
YOUR AGREEMENT TO THIS PROVISION, THE FEE CHARGED FOR THE SOFTWARE WOULD BE HIGHER.
Indemnity: McAfee will indemnify, and, at its election, defend, you against claims asserted against you in a suit or
action if: (i) the claim is for direct patent infringement or direct copyright infringement, or for McAfee’s trade secret
misappropriation and (ii) the claim is (A)asserted against the Software, alone and not in combination with anything
or (B) a combination of the Software.
Exclusions: Notwithstanding anything else in this Agreement, McAfee has no obligation to indemnify or defend
you for claims asserted, in whole or in part, against:
(i)
technology or designs that you gave to McAfee;
(ii)
modifications or programming to Software that were made by anyone other than McAfee; or
(iii)
the Software’s alleged implementation of some or all of a Standard.
Conditions: As a condition of McAfee’s obligations under this Section 7, you must provide to McAfee: (i) prompt
written notice of the claim and your agreement to give McAfee sole control over the defense and settlement of
the claim; and (ii) your full and timely cooperation.
McAfee’s Consent: McAfee will not be responsible for any cost, expense, or compromise that you make or incur
without McAfee’s prior written consent.
Remedies: McAfee may, at its sole discretion and at is expense: (i) procure for you the right to continue using the
Software; (ii) replace the Software with a non-infringing Software; (iii) modify the Software so that it becomes noninfringing; or (iv) upon your return of the Software to McAfee, and/or removal of the Software from your systems,
refund the residual value of the purchase price paid by you for the infringing Software, depreciated using a
straight-line method of depreciation over a three (3) year period from the date of delivery of the Software to you.
Personal Indemnity: The foregoing indemnity is personal to you. You may not transfer or to anyone, including
your customers.
Exclusive Remedy: The indemnity section states McAfee’s entire obligation and your exclusive remedy for claims
of patent or copyright infringement, or trade secret misappropriation, made in whole or part against the Software.
Termination.
Without prejudice to your payment obligations, you may terminate your license at any time by uninstalling the Software.
McAfee may terminate your license in the event that you materially breach the terms of this Agreement and you fail to
cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination, you shall promptly
return or destroy all copies of the Software and Documentation.
9)
Additional Terms.
a)
b)
Evaluation Software: If the Software has been identified by McAfee as “Evaluation” Software, then the provisions
of this section apply and shall supersede any other conflicting term of this Agreement. Your royalty-free, nontransferable, limited license to use the Evaluation Software, for evaluation purposes only, is limited to thirty (30)
days unless otherwise agreed to in writing by McAfee. The Evaluation Software may contain errors or other
problems that could cause system or other failures and data loss. Consequently, Evaluation Software is provided
to you “AS IS” and McAfee disclaims any warranty or liability obligations to you of any kind. Support is not available
for Evaluation Software. Any information about the Evaluation Software gathered from its use shall be used solely
for evaluation purposes and shall not be provided to any third parties. The restrictions described in Section 3(g)
apply. If you fail to destroy the Evaluation Software after the evaluation period has expired, McAfee may, at its
discretion, invoice you in an amount equal to the McAfee List Price for the Software and you shall pay such invoice
upon receipt. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, MCAFEE’S
LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS UNDER THIS AGREEMENT
RELATED TO EVALUATION SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE
LIMITED TO THE SUM OF FIFTY (50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN
TOTAL.
Beta Software: If the Software that you have received has been identified by McAfee as “Beta” Software, then the
provisions of Section 9(a) above shall apply accordingly. McAfee has no obligation to you to further develop or
publicly release the Beta Software. Support is not available for Beta Software. If requested by McAfee, you will
provide feedback to McAfee regarding testing and use of the Beta Software, including error or bug reports. You
agree to grant McAfee a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and
make derivative works and incorporate the feedback into any McAfee product at McAfee’s sole discretion. Upon
receipt of a later unreleased version of the Beta Software or release by McAfee of a publicly released commercial
version of the Beta Software, you agree to return or destroy all earlier Beta Software received from McAfee.
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c)
10)
“Free” or “Open-Source” Software: The Software may include components (including, without limitation,
programs, applications, tools, utilities, libraries, and other programming code) that are made available from third
parties under a free or open source software licensing model (“FOSS Code”). FOSS Code components included
with the Software are redistributed by McAfee under the terms of the applicable FOSS Code license for such
component; your receipt of FOSS Code components from McAfee under this Agreement neither enlarges nor
curtails your rights or obligations defined by the FOSS Code license applicable to the FOSS Code component.
Copies of the FOSS Code licenses for FOSS Code components included with Software are included with or
referenced in the Software’s Documentation.
Notice to U.S. Government End Users.
The Software and accompanying Documentation are deemed to be “commercial computer software” and “commercial
computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as
applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and
accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement
and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
11)
Privacy and Collection of Personal or System Information.
a)
b)
c)
12)
The Software, Support or service subscription may employ applications and tools to collect personally identifiable,
sensitive or other information about you and users (e.g., including, without limitation, your and users’ name,
address, e-mail address and payment details), their computers, files stored on their computers, or their computers’
interactions with other computers (e.g., including, without limitation, information regarding network, licenses used,
hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system
types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry,
device ID, IP address, location, content, McAfee products installed, McAfee components, processes and services
information, frequency and details of update of McAfee components, information about third party products
installed, extracts of logs created by McAfee, usage patterns of McAfee products and specific features, etc.)
(collectively, “Data”).
The collection of this Data may be necessary to provide you and users with the relevant Software, Support or
service subscription functionalities as ordered (e.g., including, without limitation, detecting and reporting threats
and vulnerabilities on your and users’ computer network), to enable McAfee to improve our Software, Support or
service subscription (e.g., including, without limitation, content synchronization, device tracking, troubleshooting,
etc.), and to further or improve overall security for you and users. You may be required to uninstall the Software
or disable Support or its service subscription to stop further Data collection that supports these functions.
By entering into this Agreement, or using the Software, Support or service subscription, you and users agree to
the McAfee Privacy Policy on the McAfee web site (www.mcafee.com) and to the collection, processing, copying,
backup, storage, transfer and use of this Data by McAfee and its service providers, in, from and to the United
States, Europe, or other countries or jurisdictions potentially outside of your or user’s own as part of the Software,
Support or service subscription. McAfee will only collect, process, copy, backup, store, transfer and use personally
identifiable information in accordance with the McAfee privacy policy on the McAfee web site (www.mcafee.com).
Audit.
Upon thirty (30) days’ prior notice McAfee may request, and you must provide, a Software-facilitated system-generated
report (the “System Report”) verifying your Software deployment. You acknowledge that the System Report is based on
technological features of the Software that provide Software deployment verification. If the Software does not contain
technological features that provide Software deployment verification, you will prepare and provide to McAfee within the
thirty (30)-day period an accurate Software deployment verification report for the Software. McAfee will only request the
System Report (or your prepared Software deployment verification report) one time per year and will not unreasonably
interfere with the conduct of your business. However, if a System Report or your prepared Software deployment
verification report identifies that you are out of compliance with the license terms of this Agreement, you will be required
to purchase the additional licenses and pay any reinstatement fees associated with the licenses and/or support and an
out-of-compliance fee may also be assessed.
13)
Export Controls.
You acknowledge that the Software is subject to U.S. and when applicable, European Union export regulations. You
shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be
imported and/or exported. You shall not export the Software to any individual, entity or country prohibited by applicable
law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals
required for importing and/or exporting the Software. For additional information regarding exporting and importing the
Software, see “Export Compliance” at http://www.mcafee.com/us/about-us.aspx. McAfee reserves the right to update
this website from time to time at its sole discretion. If McAfee receives notice that you are or you become identified as a
sanctioned or restricted party under applicable law, then McAfee will not be obligated to perform any of its obligations
under this license if such performance would result in violation of the sanctions or restrictions.
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14)
Governing Law.
All disputes arising out of or relating to this Agreement or its subject matter will be governed by the substantive laws: (a)
of the State of New York, if you purchased the license to the Software in the United States, Mexico, Central America,
Canada, South America or the Caribbean, (b) of England and Wales, if you purchased the license to the Software in
Europe, Middle East, Africa, Asia (other than Japan) or the region commonly referred to as Oceania and (c) of Japan, if
you purchased the license to the Software in Japan, without giving effect to its rules relating to conflict of laws. If you
purchased the license to the Software in any other country, then the substantive laws of the Republic of Ireland shall
apply, unless another local law is required to be applied. This Agreement will not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform
Computer Information Transactions Act as enacted shall not apply. The United States District Court for the Southern
District of New York, when New York law applies, the courts in England, when the law of England and Wales applies,
the courts in the Republic of Ireland, when the law of Ireland applies, and the courts in Japan, when the law of Japan
applies, shall each have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject
matter.
15)
Confidentiality
Each party hereto acknowledges that by reason of its relationship with the other party hereunder, it may have access to
confidential information and materials concerning the other party’s business, technology, and/or products that is
confidential to the other party (“Confidential Information”). Each party’s Confidential Information is of substantial value
to the party, which value could be impaired if such information was disclosed to third parties or used in violation of this
Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as
Confidential Information belonging to the disclosing party. When disclosed orally or visually, Confidential Information
must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15)
days after disclosure. Each party agrees that it will not use in any way for its own account or the account of any third
party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information
at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable
person would protect such Confidential Information. Neither party may use the other party’s Confidential Information
except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not
apply to Confidential Information that is (i) already known to the receiving party at the time of access hereunder, (ii)
becomes publicly available through no wrongful act of the receiving party, (iii) independently developed by the receiving
party without benefit of the disclosing party’s Confidential Information, (iv) has been rightfully received from a third party
not under obligation of confidentiality or (v) is required to be disclosed by law, provided the party compelled to disclose
the Confidential Information provides the party owning the Confidential Information with prior written notice of disclosure
adequate for the owning party to take reasonable action to prevent such disclosure, where reasonably possible. Unless
otherwise agreed to by both parties, upon termination of this Agreement or an applicable Addendum, each party will
return the other party’s Confidential Information.
16)
Miscellaneous.
a)
b)
c)
d)
e)
Except for actions for non-payment or breach of McAfee’s proprietary rights in the Software and Documentation,
no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2)
years after a party knew or should have known of the claim.
Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive
such termination.
McAfee may assign this Agreement, in whole, at any time subject to your prior written consent; provided, however,
any assignment resulting from or as part of a merger, consolidation, acquisition of all or substantially all of the
assets of McAfee, or internal restructuring or reorganization does not require your consent.
This Agreement, including all documents incorporated by reference, represents the entire agreement between
the parties and expressly supersedes and cancels any other communication, representation or advertising
whether oral or written, on the subjects herein. If you issue an order to an Authorized Partner or to McAfee and
the terms and conditions of the order conflict with the terms and conditions of (i) this Agreement or (ii) the Grant
Letter, then the terms and conditions specified in this Agreement and in the Grant Letter shall control. No terms
or conditions of any pre-printed or boilerplate purchase order of yours or other document of yours will govern the
transactions contemplated by this Agreement. This Agreement may not be modified except by a written
addendum issued by a duly authorized representative of McAfee. No provision hereof shall be deemed waived
unless such waiver shall be in writing and signed by McAfee. If any provision of this Agreement is held invalid,
unenforceable, invalid, or prohibited under law, then such provision will be deemed restated to reflect the original
intention of the parties as nearly as possible in accordance with applicable law and the remainder of this
Agreement shall continue in full force and effect.
All notices, requests, demands and determinations for McAfee under this Agreement (other than routine
operational communications) shall be sent to: the applicable entity address in Section 1(g) of this Agreement
addressed to “Attention: Legal Department”.
McAfee Corporate End User License Agreement (April 2017)
Corporate EULA
Page 6 of 6
04/2017
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