WEBROOT SOFTWARE, INC. SOFTWARE BETA LICENSE AGREEMENT WEBROOT SOFTWARE, INC. (“WEBROOT”) IS WILLING TO LICENSE THE ENCLOSED SOFTWARE AND DOCUMENTATION (THE “BETA SOFTWARE”) TO YOU (“YOU”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS SOFTWARE BETA LICENSE AGREEMENT (THE “AGREEMENT”). IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE “COMPANY”) AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE BETA SOFTWARE FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WEBROOT IS UNWILLING TO LICENSE THE BETA SOFTWARE TO YOU, YOU ARE NOT AUTHORIZED TO USE THE BETA SOFTWARE FOR ANY PURPOSE, AND YOU SHOULD CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS.1. 1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Webroot grants You a limited, non-exclusive, revocable, non-transferable, personal, non-sublicensable license to install and use the Beta Software, in machine readable form only, solely to test and evaluate the Beta Software during the Beta Test Period (as defined in Section 6 below). You will not use the Beta Software in a production environment for the benefit of your employees or any third party. 2. RESTRICTIONS. The license granted in Section 1 is granted solely to You and not to any parent, subsidiary, affiliate, or third party. You may not use or copy the Beta Software, or any copy thereof, in whole or in part except as expressly provided in this Agreement. You acknowledge that the Beta Software and its structure, sequence, organization, and source code contain valuable trade secrets of Webroot and its suppliers. You will not, nor will You permit, assist, or encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Beta Software; (b) merge the Beta Software with other software; (c) sublicense, lease, rent, or loan the Beta Software, or otherwise transfer the Beta Software to any third party; (d) use the Beta Software for the provision of any service for the benefit of any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Beta Software, except and only to the extent that such activity is expressly permitted by applicable law; (f) remove, obscure, or alter Webroot’s copyright notices, trademarks, and other proprietary rights notices affixed to or contained within the Beta Software; (g) disclose, publish, or present any information related to the Beta Software to a third party without the prior written consent of Webroot; or (h) otherwise exercise rights to the Beta Software except as expressly allowed under Section 1. 3. OWNERSHIP. The Beta Software is licensed, not sold, to You for Your use only under the terms of this Agreement, and Webroot and its suppliers reserve all rights in and to the Beta Software not expressly granted to You. The Beta Software, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of Webroot and its suppliers. No licenses or rights are granted by implication, estoppel, or otherwise. 4. YOUR OBLIGATIONS. (a) You will complete the survey made available in the Beta Software or otherwise provide to Webroot comments, criticisms, suggested improvements, and other feedback about the use, operation, functionality, and features of the Beta Software (collectively, the “Feedback”). The Feedback may include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, user-desired features, and the results of any and all benchmark or similar testing conducted within the Beta Test Period. In addition, You will report to Webroot any unusual, unplanned, or out-of-the-ordinary Beta Software performance observed by You or your personnel. (b) You agree that Webroot has the right to use the Feedback at its sole discretion, including incorporating all or some of the Feedback into the products, services, or Beta Software of Webroot or any other party, all without notice to, payment to, or consent from You. This right is an unlimited, perpetual, fully paid-up, worldwide, non-exclusive, fully transferable, fully sublicensable, and irrevocable right to execute, reproduce, distribute, perform, display, modify, create derivative works of, make, have made, use, import, sell, offer to sell, and otherwise transfer the Feedback and to practice or have practiced any process or method involved in any use thereof. Webroot will not use Your name or trademarks in communications outside of Webroot without Your prior written consent. 5. SUPPORT. Webroot may, in its sole discretion, provide You with certain reasonable support and consultation with respect to the Beta Software free of charge to assist in your evaluation and testing activities under this Agreement; provided, however, that Webroot is not obligated to correct any bugs, defects, or errors in the Beta Software or otherwise support or maintain the Beta Software. If You wish to obtain additional support or consulting services concerning the Beta Software and Webroot, in its sole discretion, agrees to provide such additional support or consulting services, such support and services will be provided at Webroot’s then-current rates, or as otherwise agreed by the parties. 6. TERM; TERMINATION; RETURN OF BETA SOFTWARE. The Agreement becomes effective when You agree to the terms and conditions of this Agreement by clicking the “ACCEPT” button or by opening, installing, using, accessing, or manipulating the Beta Software (the “Effective Date”) and will continue for sixty (60) days thereafter (the “Beta Test Period”) unless sooner terminated by either party. Either party may terminate this Agreement, with or without cause, immediately upon written notice to the other party. Upon the expiration or any termination of this Agreement, the license granted to You hereunder will terminate and You, at your expense, will promptly return all copies of the Beta Software and all Confidential Information in your possession to Webroot. 7. CONFIDENTIALITY; PUBLICITY. (a) “Confidential Information” means the Beta Software, all information provided by Webroot about the Beta Software, all Feedback,, all information provided by Webroot that is identified at the time of disclosure as confidential or proprietary, and all information provided by Webroot that You knew or should have known, under the circumstances, was considered confidential or proprietary. You will not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted in this Agreement. You agree that You will treat all Confidential Information with the same degree of care as You accord to Your own confidential information, which in no event will be less than reasonable care. (b) You will not disclose the existence of this Agreement, the existence, features, or capabilities of the Beta Software, or any of the activities pursued hereunder without Webroot’s prior written consent. 8. DISCLAIMERS. (a) THE BETA SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. WEBROOT, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE BETA SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW. (b) THE BETA SOFTWARE IS NOT INTENDED FOR ANY PRODUCTIVE USE, INCLUDING, WITHOUT LIMITATION, ANY USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION, OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND YOU AGREE THAT WEBROOT AND ITS SUPPLIERS WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE BETA SOFTWARE. 9. LIMITATION OF LIABILITY. (a) IN NO EVENT WILL WEBROOT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE BETA SOFTWARE OR THIS AGREEMENT, EVEN IF WEBROOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES MAY NOT BE EXCLUDED OR LIMITED, WEBROOT’S LIABILITY FOR SUCH DAMAGES WILL BE LIMITED TO THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW. (b) WEBROOT’S AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE BETA SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT THE LICENSE FEES (OR LACK THEREOF) REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WEBROOT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 10. ACKNOWLEDGEMENTS (a) Webroot does not guarantee that it will make a commercial release of a version of the Beta Software available. You acknowledge and agree that the Beta Software is a pre-release version, does not represent final product from Webroot, and may contain bugs, errors, or other problems that could cause Beta Software failures and other damages, including, without limitation, damage to Your computer. YOUR USE OF THE BETA SOFTWARE IS ENTIRELY AT YOUR OWN RISK. (b) The Beta Software is configured to automatically block, remove, and/or quarantine the installation of software that You may not want on your computer (“Potentially Unwanted Software”). Some computer users believe that Potentially Unwanted Software takes up unnecessary space and system resources, keeps a record of their computer activities, and/or subjects them to undesirable targeted advertising or promotions. On the other hand, some computer users may find benefit in having some of these programs installed on their systems. The Beta Software was created to provide You with the ability to make the decision as to whether or not You want this Potentially Unwanted Software installed on Your computer. THE CHOICE IS YOURS. IF YOU DO NOT WANT THE ABILITY TO REMOVE POTENTIALLY UNWANTED SOFTWARE FROM YOUR COMPUTER, DO NOT ACCEPT THIS LICENSE AND DO NOT INSTALL THE BETA SOFTWARE. If the Beta Software finds Potentially Unwanted Software, the Beta Software will ask You if You want to retain or remove the program(s). You understand that You have the ultimate choice whether the Beta Software will remove or disable Potentially Unwanted Software and that You are solely responsible for selecting which Potentially Unwanted Software the Beta Software removes or disables. You agree that Webroot is not be responsible for such removal or disabling or the consequences of such removal or disabling. Removing or disabling the Potentially Unwanted Software may cause other software on Your computer (“Other Software”) to stop working, and it may cause You to breach a license to use Other Software on Your computer if the Other Software installed the Potentially Unwanted Software on Your computer as a condition of Your use of the Other Software. You are advised to review the license agreements for Other Software before authorizing the removal of Potentially Unwanted Software. YOU ACKNOWLEDGE THAT YOUR USE OF THE BETA SOFTWARE MAY REMOVE OR DISABLE OTHER PROGRAMS ON YOUR COMPUTER, 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 Beta Software, and/or how to prevent such a program from being blocked or quarantined in the future, please visit the Help Desk following installation. 11. COMPLIANCE WITH LAWS. You will comply with all laws, regulations, rules, ordinances, and orders applicable to your use of the Beta Software. Without limiting the foregoing, You will comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure that the Beta Software is not shipped, transferred, or exported (directly or indirectly) in violation of U.S. law. You hereby agree to indemnify and hold Webroot harmless from any and all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees) arising from any breach of this Section 11. 12. U.S. GOVERNMENT END USERS. The Beta Software is a “commercial item” as that term is 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 Beta Software with only those rights set forth therein. 13. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement will be subject to and governed by the laws of the State of Delaware without regard to its conflicts of laws principles. For any litigation arising from or related to this Agreement, the parties hereby consent to the exclusive jurisdiction of and venue in the state and federal courts located in Boulder and Denver County, Colorado. Notwithstanding the foregoing, Webroot will be entitled to seek equitable relief in any court of competent jurisdiction to prevent any threatened or ongoing breach of this Agreement. 14. MODIFICATION; WAIVER; SEVERABILITY. All modifications, waivers, and amendments must be in writing and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and continue in full force and effect. 15. ASSIGNMENT. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. You may not assign any of your rights or obligations under this Agreement without the prior written consent of Webroot. Any attempted assignment or transfer in violation of the foregoing will be void. 16. SURVIVAL. The obligations of Sections 2, 3, and 7 through 16 will survive termination or expiration of this Agreement for any reason. 17. 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. If You have any questions regarding this Agreement or the Beta Software, please contact the party that supplied the Beta Software to You. THE BETA SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. © 2003 - 2008 Webroot Software, Inc. All rights reserved. Webroot, Spy Sweeper, and the Webroot and Spy Sweeper icons are trademarks or registered trademarks of Webroot Software, Inc. Included anti-virus Software © 2000 - 2008 Sophos Group. All rights reserved. Sophos and Sophos Anti-Virus are registered trademarks of Sophos Plc and Sophos Group. All other trademarks, service marks, product names, and company names or logos are the property of their respective owners.