License and Services Agreement for Bitdefender Business Solutions

PLEASE READ THIS DOCUMENT CAREFULLY. ON BEHALF OF THE COMPANY YOU REPRESENT, YOU AGREE THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND YOUR COMPANY AND THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS INCLUDED HEREINAFTER.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS DO NOT USE ANY BITDEFENDER SOLUTION. BY "CONTINUING", OR BY USING OR BY INITIATING ANY DISCUSSION WITH BITDEFENDER IN ANY WAY, YOU (EITHER AS AN INDIVIDUAL OR AS A LEGAL ENTITY) ARE INDICATING YOUR COMPLETE UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE SEND AN EMAIL OF REFUSAL TO: LEGAL@BITDEFENDER.COM.

 

This License and Services Agreement for Bitdefender Solutions (“Agreement”) is a legal agreement between Bitdefender and You, for use of Bitdefender software and the initialization of the services and any other service provided by Bitdefender (“Bitdefender Solutions”).

 

1. DEFINITIONS.

1.1.“Affiliate” means any entity in which You, as applicable, owns or controls, directly or indirectly, and any parent company that owns or controls, and any of the companies the parent company controls. For purposes of this definition, “control” means the direct or indirect beneficial ownership of over fifty percent (50%) of the voting interests (representing the right to vote for the election of directors or other managing authority) in an entity.

1.2.“Agreement“ is a legal agreement between Bitdefender and You, for use of the Bitdefender Solutions.

An employee or other agent, including a reseller or contractor that installs or registers Bitdefender Solution, on behalf of an entity, must be a representative of such entity and must accept this Agreement on behalf of the entity before  Bitdefender Solution may be used. Please print this Agreement and save a copy electronically.

1.3. “Beta Solution” means any trial Bitdefender Solution and any solution marked or otherwise designated as a beta, test version, early access or other evaluation form, irrespective of whether any payment has been made.

1.4.“Bitdefender Solution” means Bitdefender software and/or services identified in the transaction documents or SOWs and may include associated media, printed materials, and Documentation, and any software updates and technical support.

1.5.“Documentation” means explanatory materials in printed, electronic or online form that accompany Bitdefender Solutions.

1.6. “Update” means an update to the detection data or software made available to You, at Bitdefender’s sole discretion, from time to time, but excluding any updates marketed and licensed for a separate fee.

1.7.“Upgrade” means any enhancement or improvement to the functionality of the Bitdefender Solution made available to You at Bitdefender’s sole discretion, from time to time, but excluding any software and/or upgrades marketed and licensed for a separate fee.

1.8. “User” means Your employee, independent consultant or any other individual of your organization who uses or has access to or benefits from  Bitdefender Solution licensed to You.

1.9. “You” or “Your” or “End Customer” refers to an individual or legal entity that has executed this Agreement and ordered Bitdefender Solutions and/or services from Bitdefender or its authorized resellers or distributors.

 

2. SOLUTION REGISTRATION.

2.1. Registration of a Bitdefender Solution requires a valid Bitdefender Account that includes a valid email address for receiving Updates, Upgrades, other notices and a valid Bitdefender Solution license. The Bitdefender account is mandatory for the use of Bitdefender Solution, as stated in the Documentation.

2.2. For all Bitdefender Solutions, with the exception of Bitdefender Security for AWS, the registration requires a valid subscription key serial number available in the transaction documentation, from the Bitdefender distributor or reseller from which You obtained Bitdefender Solution.

This control helps ensure that Bitdefender Solution operates only on validly licensed devices, virtual machines, and mobile devices and that only validly licensed users receive Bitdefender services. The Bitdefender account is necessary for the activation of the online features, as stated in the Documentation.

2.3. For Bitdefender Security for AWS, is a subscription-based service offered by Bitdefender for Amazon EC2 customers.

If You purchase directly from Bitdefender, You must have an Amazon Payments account with a valid credit card necessary for the monthly billing. You are not provided with or required to use a license key.

2.4.  Bitdefender Solution features and terms are presented on the Bitdefender website, e-shop or the applicable transaction documentation.

2.5. The information given (name, email address, password) during initial setup, will be used as an account name under which You may elect to receive services and/or under which You may use certain features of Bitdefender Solution. You may change, and Bitdefender strongly recommends You to do so, the password at any time after installation of Bitdefender Solution or activation of the service as may be the case.

 

3. LICENSE RIGHTS AND RESTRICTIONS.

3.1. Upon Bitdefender’s acceptance of Your order and in consideration of the payment of the fee by You and receipt of the corresponding payment by Bitdefender, Bitdefender grants You the limited, non-exclusive, non-transferable right to use and/or access Bitdefender Solution that You ordered solely for your internal business operations, including Your Affiliates, and subject to the terms of this Agreement, including the order and the Documentation.

3.2. You may allow your Users to use Bitdefender Solutions as per this Agreement and You are responsible for their compliance with this Agreement in such use.

3.3. You may install or use Bitdefender Solutions and initiate and/or access the services, on as many devices/endpoints as necessary, with the limitation imposed by the total number of licensed seats stated in the order. Depending on the purchased Bitdefender Solution, You will be entitled to license for physical computers, endpoints, virtual machines, Amazon EC2 instances and/or Exchange mailboxes, as stated in the purchase orders or other commercial documents. You acknowledge and agree that Bitdefender Solution may be used/configured only on one instance of the console at a time (either on cloud or on premises, but not both at the same time). However, a migration from one console to another is possible, and, to do so, You will need to contact Enterprise support for additional details.

3.4. You can use one copy of Bitdefender Solution on a single device.

If a greater number of copies and/or number of devices or protected resources is specified within the purchase order received from the authorized distributor or reseller (Permitted Number), You shall have the right to copy Bitdefender Solution in accordance with such specifications; You can make one copy of Bitdefender Solution for back-up or archival purposes. You may not exceed the total number of your endpoints or servers or protected resources on which all versions of Bitdefender Solution are installed if : a)  Bitdefender Solution supports multiple platforms or languages b) You receive  Bitdefender Solution on multiple media or c) You otherwise receive multiple copies of  Bitdefender Solution, or d) You receive Bitdefender Solution bundled with other software

3.5. During the installation process, Bitdefender Solution may uninstall or disable other security products if such products or features are incompatible with Bitdefender Solution.

3.6. If You purchase Bitdefender GravityZone XDR for MSP add-on, this requires Threat Intelligence Services (TIS) and Bitdefender Endpoint Detection and Response (EDR) add-ons which will be automatically activated together with Bitdefender GravityZone XDR for MSP add-on and invoiced accordingly.

3.7. Bitdefender Solutions are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Bitdefender Solutions are licensed, not sold. You have the right to use Bitdefender Solutions as per the provisions of this Agreement.

3.8. License Restrictions. Under this Agreement, You may not transfer or sublicense Bitdefender Solution to another person or entity; You shall not rent, lease, loan, auction, or resell  Bitdefender Solution nor modify, translate, or create derivative works, reverse engineer, de-compile, or disassemble  Bitdefender Solution, in whole or in part, or otherwise attempt to reconstruct or discover the source or object code or underlying ideas, algorithms, file formats, programming or interoperability interfaces (or if the law permits any such action, You agree to provide at least 90 days’ advance written notice ); You shall not use  Bitdefender Solution to provide services to third parties or allow use or access to  Bitdefender Solution by any third party other than contractors or consultants acting on Your behalf. You may not permit third parties to benefit from the use or functionality of Bitdefender Solution and services via a timesharing, service bureau or other arrangement. You may not remove any proprietary notices or labels on Bitdefender Solution and You may not disclose results of any program benchmark tests without Bitdefender’s prior written consent. If Bitdefender provides Bitdefender Solution (i) embedded, incorporated, or loaded onto a physical hardware device or (ii) made available to download on a designated physical hardware device, then the license is restricted to use on that device only. Additionally, You may not, (a) modify, block, circumvent or otherwise interfere with any authentication, license key or security measures in  Bitdefender Solution b) distribute, license, sublicense, sell, rent, mortgage, encumber, or otherwise transfer or provide a copy of any Bitdefender Solution (or components thereof including any license or access key or authorization) to any third party; (c) publish, provide, or otherwise make available to any third party, any competitive, performance, or benchmark tests or analysis relating to  Bitdefender Solutions without the written permission of Bitdefender which may be withheld or conditioned at the sole discretion of Bitdefender; (d) deploy or use Bitdefender Solution in any manner other than as expressly permitted in its Documentation;  or (h) attempt to do any of the foregoing with regard to a Bitdefender Solution.

3.9. You must obtain all necessary rights and permissions from Your Users to use Bitdefender Solution.

3.10. Please check the sales documents and Bitdefender websites for limitations of usage among the different categories of endpoints.

 

4. EVALUATION/ BETA/TRIAL AND EARLY ACCESS LICENSES:

4.1. If Bitdefender Solution is provided to You for evaluation purposes and You have an evaluation agreement with Bitdefender for Bitdefender Solution, Your rights to evaluate Bitdefender Solution will be pursuant to the terms of such evaluation agreement. If You do not have an evaluation agreement with Bitdefender for  Bitdefender Solution and if You are provided Bitdefender Solution for evaluation purposes, section 3- LICENSE RIGHTS AND RESTRICTIONS, is hereby replaced with the following terms and conditions: Bitdefender grants to You a nonexclusive, temporary, royalty-free, non-assignable license to use  Bitdefender Solution solely for internal non-production evaluation. Such evaluation license shall terminate (i) on the end date of the pre-determined evaluation period, if an evaluation period is pre-determined in Bitdefender Solution or (ii) thirty (30) days from the date of Your initial installation of Bitdefender Solution, if no such evaluation period is pre-determined (“Evaluation Period”). Bitdefender Solution may not be transferred and is provided “AS IS” without warranty of any kind. You are solely responsible to take appropriate measures to back up Your system and take other measures to prevent any loss of files or data. Bitdefender Solution may contain an automatic disabling mechanism that prevents its use after a certain period.

4.2. If You are a beta user, You may use Bitdefender Solution for testing purposes in a non-production environment for a maximum of thirty (30) days from the date You download Bitdefender Solution (the "Beta Period").

4.3. During any Evaluation or Beta Period, You can receive web or email based technical support in the country where You are located and Updates, if applicable, without any guarantee or warranty of any kind.

4.4. THE PROVISIONS OF THE SECTION WILL REPLACE SECTION 11 WITH RESPECT TO ANY EVALUATION AND BETA SOLUTIONS.

TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, BITDEFENDER SOLUTION USED FOR TRIAL PURPOSES OR BETA SOLUTIONS ARE PROVIDED TO YOU "AS IS", WITHOUT WARRANTIES OF ANY KIND.

. BETA DISCLAIMER

THE BETA SOLUTION LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOLUTION PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOLUTION AND/OR ACCOMPANYING MATERIALS.

WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BY THIS DISCLAIMER, BUT MAY BE LIMITED, BITDEFENDER’S LIABILITY AND THAT OF ITS SUPPLIERS/LICENSORS/RESELLERS UNDER THIS AGREEMENT RELATED TO BITDEFENDER SOLUTION, SHALL BE LIMITED IN THE AGGREGATE TO THE SUM OF ONE HUNDRED DOLLARS (USD$100.00) OR THE EQUIVALENT IN THE LOCAL CURRENCY.

4.5. FAIR USAGE. Bitdefender Solutions GravityZone Cloud MSP Security in- product trials for Bitdefender EDR and MDR Foundations for MSP features shall have the following limitations: a) the right to use it on up to three (3) Customer Companies concurrently, as defined in console; b) for maximum of 50 endpoints per Customer Company and c) for a limited time period of maximum 2 (two) months from activation. In case of any violation of the above limitations, Bitdefender reserves the right to terminate Your rights at any time without any other further formalities.

4.6. Your right to use Bitdefender Solution ends when the Evaluation or Beta Period ends or if You violate any term of this Agreement or in case You will not respect or abuse in any way the licensing rights that were granted to You. Upon termination of the Evaluation or Beta Period, You must delete or destroy all copies of Bitdefender Solution and Documentation and stop using the Service. Your obligations and rights under this Agreement will continue to apply after the end of the Evaluation or Beta Period.

 

5. TERM OF LICENSE.

5.1. For all Bitdefender Solutions, excepting Bitdefender Security for AWS, You will receive  Bitdefender Solution based on the subscription acquired and You will have certain rights to use  Bitdefender Solution during the License/Subscription Period, which shall begin on Subscription Effective Date as stated in the commercial documentation, but no later than 5 business days from the delivery of subscription by Bitdefender , regardless of the number of copies that You are permitted to use, and shall last for the period of time from the Subscription Effective Date set forth in the Documentation or the applicable order, from Bitdefender or its distributor or reseller from which You obtained  Bitdefender Solution (“Subscription Period”).  Bitdefender Solution will automatically be deactivated at the end of the Subscription Period, and You will not be entitled to receive any feature or content updates to Bitdefender Solution.

5.2. For Bitdefender Security for AWS, monthly subscription, You will receive Bitdefender Solution for as long as You pay for Your subscription. If You fail to pay the monthly subscription, your account will be suspended.

5.3. Also, if You do not comply with the terms of this Agreement, You acknowledge that You have no right to use Bitdefender Solution and You agree to uninstall or not use Bitdefender Solution forthwith upon You not continuing to abide by the terms of this Agreement. Bitdefender reserves the right to revoke Your right to use Bitdefender Solutions.

5.4. Bitdefender reserves the right to stop supporting its products or a version of its products or discontinue its Solutions or product features. End-of-support policies are posted on Bitdefender website and may be consulted at the following link: https://www.bitdefender.com/support/bitdefender-end-of-life-policy-statement-982.html

5.5. For the avoidance of doubt, for Trial Licenses and Beta Solutions, Bitdefender shall have no further obligation to You except providing prior termination notice. In case of termination of this Agreement due to breach of Your obligations, Bitdefender shall have no obligation to provide notice and will stop Your access to Bitdefender Solution immediately.

 

6. UPDATES.

6.1. By accepting this Agreement, during the Subscription Period, You acknowledge and agree that a server system of your choice installed in Your network may be used for receiving and serving Updates of Bitdefender Solution. The necessary protocol will not be used for anything other than transmitting and receiving Bitdefender updates of product and signatures files. If You do not use a local Update server, Bitdefender offers You the possibility to download the updates directly from Bitdefender content delivery network. Some Updates as signature updates, bugfix or smaller updates will be automatically downloaded to Your device and major updates will require Your intervention in the interface.

6.2. You must be current in the payment of fees for Bitdefender Solution or have an active subscription, as applicable, to receive Updates or Upgrades.

 

7. OWNERSHIP.

7.1. All rights not expressly set forth hereunder are reserved by Bitdefender.

7.2. Bitdefender Solution may operate or interface with software or other technology that is licensed to Bitdefender from third parties, which is not proprietary of Bitdefender, but which Bitdefender has the necessary rights to license to You. You agree: You will use such third party software in accordance with this Agreement; no third party licensor makes any warranties, conditions, undertakings or representations of any kind, either express or implied, to You concerning such third party software or the products themselves; no third party licensor will have any obligation or liability to You, as a result of this Agreement or Your use of such third party software; such third party software may be licensed under license terms which grant You additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this Agreement, and such additional license rights and restrictions are described or linked to in the applicable Documentation, or within Bitdefender Solution itself. For the avoidance of any doubt, such additional rights and/or restrictions apply to the third-party software on a standalone basis; nothing in such third-party licenses shall affect Your use of Bitdefender Solutions in accordance with the terms and conditions of this Agreement. Open-Source License Terms are published in the About Section of each Bitdefender Solution.

7.3. In respect of the open-source software, their licensing rights shall apply to the extent expressly required by such terms and conditions and will replace, (including in particular the scope of license as well as disclaimers of warranties and liabilities) this Subscription agreement. Such third-party license terms relating to respective software are located at the place as indicated in the software.

7.4. OPEN-SOURCE SOFTWARE IS PROVIDED BY BITDEFENDER “AS IS, WITH ALL FAULTS, AS AVAILABLE” WITHOUT (AND BITDEFENDER SPECIFICALLY DISCLAIMS) ANY GUARANTEE, CONDITION, OR WARRANTY (EXPRESSED, IMPLIED, OR OTHERWISE) OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND/OR NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, BITDEFENDER SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED AND/OR OTHERWISE BASED ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF YOU OR BITDEFENDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

8. FEEDBACK.

8.1. You may, from time to time, voluntarily elect to provide ideas, suggestions, comments, including without limitation ideas for new products, technologies, case studies, testimonials, promotions, product names, product feedback and product improvements ("Feedback") to Bitdefender with respect to Bitdefender Solution. It’s understood that You give Bitdefender, without charge, royalties or other obligation to You, the right to make, have made, create derivative works, use, share and commercialize Your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires Bitdefender to license its software, technologies, or documentation to any third party because Bitdefender includes Your Feedback in them.

8.2. You expressly confirm that You have understood, acknowledged and agreed that if You provide such Feedback to Bitdefender, You shall grant Bitdefender the following worldwide, exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Bitdefender Solution, technology, service, specification or other documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Bitdefender Solution; (iii) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by You that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Bitdefender Solution, technology or service. Further, You warrant that Your Feedback is not subject to any license terms that would purport to require Bitdefender to comply with any additional obligations with respect to any Bitdefender Solutions that incorporate any Feedback.

 

9. SPECIAL TERMS AND CONDITIONS FOR THE FOLLOWING BITDEFENDER SOLUTIONS.

9.1. Bitdefender GravityZone Security for Email Solution is a 100% cloud-based service that analyzes email traffic and removes unwanted or malicious messages. The service scans all inbound (and outbound) messages for threats including malware and phishing attacks, and examines URLs embedded in messages protecting users from inappropriate or malicious web pages.

9.1.1. Mailbox is defined as the storage location of electronic mail messages found on a remote server or downloaded to the user's device. Email client software typically organizes messages into separate folders including inbox and sent items.

9.1.2.     Solution Usage policy:

How is Solution Usage calculated:

The following describes the metrics used to calculate Solution Usage for Bitdefender GravityZone Security for Email during a calendar month. For the avoidance of doubt, a calendar month is calculated from the first to the last day of the month, e.g. January 1st to 31st, April 1st to 30th, etc.

a) The number of Active Mailboxes meaning: the mailboxes (excluding aliases and distribution lists) that have sent or received at least one email in the period.

For a mailbox to be chargeable, the primary flag must be set to true and the object Class in Active Directory must be user or NULL ("NULL" is included for environments where Active Directory is not used).

Shared mailboxes, Distribution Lists (DLs), resources etc. will have an object Class most commonly of group or msExchDynamicDistributionList for on-premises or shared mailbox for Office 365 / Exchange Online. These are not counted towards Solution usage.

If You are using Azure Active Directory You must grant the correct permissions to allow synchronisation of shared mailboxes, otherwise they will be indistinguishable from standard users and subject to billing.

Mailboxes that match the criteria above also need to be Active Mailboxes in order to be chargeable. An Active Mailbox is a mailbox that has received or sent at least one email message in the period (month).

Usage is the sum of active primary mailboxes as defined above. The Solution usage calculation presented above applies to monthly billing (MSP). For annual or multi-annual billing, the Solution usage is equal to the number of “sold” mailboxes as stipulated in the commercial agreement.

9.1.3. Overusage. You undertake that the maximum number of Mailboxes that will be subject shall not exceed the number of Subscriptions You have purchased from time to time. If You exceed the number of Subscriptions purchased You agree to pay additional Subscription Fees in respect of the additional Mailboxes, backdated to the point of Over usage.

Over usage shall be usage scenario where an annual/multi-annual paying customer is using more than the number of mailboxes stipulated in the commercial agreement, this being calculated using the Active Mailbox method presented above. Bitdefender reserves the right to invoice the difference between the sold mailboxes and the actual Active Mailboxes, as stated in the Bitdefender Console. Bitdefender reserves the right to suspend Your account for all licenses.  

9.1.4.  Bulk email terms and conditions

Note: Security for Email service does not allow for bulk emailing activities that are not compliant with the terms and conditions below.

Users that make use of Bitdefender GravityZone Security for Email for sending outbound email must respect the terms and conditions below, pertaining to bulk email. If You wish to send bulk email, customers and end-users creating the mail shot must comply with the following terms.

Bulk e-mail must be small in size:

·       Less than 150KB for less than 100 recipients.

·       Less than 30K for less than 1000 recipients.

·       Less than 20K for larger than 1000 recipients.

·       Email attachments should be posted to a web server, and a link included.

The system can handle up to 300 recipients outbound. If Your recipient list is larger than 300 email addresses, You need to split the email.

 

9.1.5. Delivery and Service Level:

Delivery and Service Level agreements do not apply to bulk email. In the event of busy periods, we reserve the right to delay the delivery of bulk email as well as reroute it to alternative data centers. Support is not provided for undelivered emails.

Approval - prior to sending

Large campaigns of over 200 recipients must be submitted with a sample email to bulk@bitdefender.info at least 24 hours in advance. Smaller campaigns should BCC bulk@bitdefender.info Failure to do this may result in the email being stopped.

Compliance. You shall be solely responsible for the compliance with any applicable legislation.

Complaints. If we receive abuse complaints, we reserve the right to block future campaigns. If we receive complaints from a single vendor, we are obliged to stop delivery of all email from the customers’ domain to that vendor. (e.g. AOL).

The abuse@yourdomain.tld address must be a valid email address and must be actively monitored.

Sending Limits. All Email Security accounts provisioned starting June 1st, 2021 shall be limited to 600 messages/hour.

9.1.6. GravityZone Security for Email Solution Risks:

 It should be noted that email is generally sent unencrypted in clear text and routes through numerous network providers, systems and servers between sender(s) and recipient(s). Each of these providers, systems and servers may have a copy of the complete email message.

 The use of Transport Layer Security (TLS) to encrypt server to server transmission of email is becoming increasingly used. There is the option within EMS to use TLS for outbound email with specific domains that support it.

 For sensitive messages, including messages containing personal data, the use of a separate email encryption solution is recommended. 

It should be further noted that GravityZone Security for Email Solution only covers email sent or received externally. Internal messages sent between users are not processed by Bitdefender.

Scope of Risk: Our staff could access the message body (including file attachments) of email messages sent or received externally - if they are not encrypted - for the short time that they are written to disk and processed in Cloud.

Only a small number of our staff are involved in the administration of EMS systems, or in supporting customers using the service, or those that have access for operational or engineering (software development) reasons have any access to the infrastructure that processes and temporarily stores email messages.  The same small number of our staff could access spam messages that are stored in a quarantine if the service is configured to quarantine messages determined to be spam.   All service-related data is handled in strict accordance with Data Protection Legislation.

Input data that contains personal data – GravityZone Security for Email Solution: Input data for the GravityZone Security for Email Solution is comprised of inbound and outbound email messages sent or received externally to or from the organization. Email messages are sent unencrypted in clear text unless a separate email encryption solution is used, or TLS is enforced for outbound email sent to a specified domain.  Email messages are stored, typically for a few seconds, during analysis and deleted immediately once delivered to Your email server.

Output data that contains personal data – GravityZone Security for Email Solution:

Ø  Output data from the EMS service is comprised of log data relating to inbound and outbound email messages sent or received externally. Log information includes IP addresses, To, From and Subject fields, server responses, and other metadata, but does not include the message body or any file attachments.

Ø  Depending on the configuration of the service output data may also include complete email messages that are determined during analysis to be spam messages, if the service is configured to quarantine spam emails rather than delete them. Quarantined messages are stored for thirty (30) days and then deleted.

Ø  Log data is held online for ninety (90) days and then archived. Archived log data is deleted after twelve (12) months (but may be downloaded on demand by customers at any time prior to deletion).

 

9.2. SPECIAL TERMS AND CONDITIONS FOR THE BITDEFENDER GRAVITYZONE SECURITY FOR MOBILE SOLUTION

9.2.1. Bitdefender GravityZone Security for Mobile Solution is a cloud-based service that protects mobile devices against malicious applications, phishing attacks, network threats and device threats. The service consists of a management console on cloud and agent applications on supported mobile device platforms. The service provides a configurable level of protection, which, when configured, scans all inbound (and outbound) browser traffic for phishing threats, analyzes mobile applications, monitors the network traffic and detects operating system and configuration vulnerabilities on mobile devices. 

Mobile Device is defined as devices running on Android or iOS (Apple) operating systems.  

Chrome Extension is defined as the Security for Chrome extension of Security for Mobile solution that can be installed on chrome browsers. These are also counted as mobile devices. 

 9.2.2. Solution Usage policy

How is Solution Usage calculated:

The following describes the metrics used to calculate Solution Usage for Bitdefender GravityZone Security for Mobile during a calendar month. For the avoidance of doubt, a calendar month is calculated from the first to the last day of the month, e.g. January 1st to 31st, April 1st to 30th, etc. 

a) The number of Active Devices meaning: the devices that have been detected as online (sent or received at least one keepalive message to the management console) in the period. For a device to be chargeable, it must have become online at least once during the period. 

b) Without an MDM (Mobile Device Management) integration, it is not possible to detect if an uninstalled / reinstalled device is physically the same device. In these instances, both devices will be charged, being considered as Active Device.   

c) On devices where both the mobile agent and chrome extension is installed and enabled at the same time, if the devices are not registered with the same ID to the Security for Mobile console by the MDM (Mobile Device Management) solution, they will be registered as two separate devices on Security for Mobile console and they will be charged as two separate devices. By the time of the release of this document, Google MDM is the only solution tested by Bitdefender that registers the mobile devices and chrome extension as a single device. Please consult with Your MDM provider to test Your integration before installing chrome extensions to avoid double billings. 

d) Users might decommission old devices and switch to new devices. In such circumstances, rule “a” still applies and they will be treated as two separate devices.   

Usage is the sum of active devices (including chrome extensions) as defined above. The Solution usage calculation presented above applies to monthly billing (MSP). For annual or multi-annual billing, the Solution usage is equal to the number of “sold” mobile devices, as stipulated in the commercial agreement. 

9.2.3 Over-usage. You undertake that the maximum number of mobile devices that will be subject shall not exceed the number of Subscriptions You have purchased from time to time. If You exceed the number of Subscriptions purchased, You agree to pay additional Subscription Fees in respect of the additional mobile devices, backdated to the point of Over-usage. 

Over-usage shall be a usage scenario where an annual/multi-annual paying customer is using more than the number of mobile devices stipulated in the commercial agreement, this being calculated using the Active Devices method presented above. Bitdefender reserves the right to invoice the difference between the sold mobile device subscription and the actual Active Devices, as stated in the Bitdefender Console. Bitdefender reserves the right to suspend Your account for all licenses.   

9.2.4.    GravityZone Security for Mobile Solution Risks:

It should be noted that protection capabilities provided by Security for Mobile depends on the admin configuration. By default, “best practices” set of detections are enabled on each new customer’s account. However, these detections are not designed to take any action on mobile devices. Security admins in charge of managing the mobile security must view the default configurations and enable appropriate actions on their accounts. 

Bitdefender Security for Mobile relies on mobile device agent applications to provide protection. However, considering that not all mobile devices are corporate owned, (i.e. BYOD, Bring Your Own Device) the permissions required by the agent to provide the protection configured by admin might not be approved by the owner of the mobile device, thus, the agents might fail to provide the required level of protection. Asking the end user to provide the required permissions as well as complying with regulations and laws is the customer’s responsibility. We, as Bitdefender, cannot force the end user to provide all the required permissions. 

For instance, anti-phishing capability requires a local VPN technology to be enabled on the mobile device. However, enabling this technology requires the permission of the device owner. If such access is not permitted, the anti-phishing technology will not work as intended. 

For easier compliance with regulations and laws, security admins can alter the level of data to be collected from the mobile devices via mobile agents. Please note that limitations in data collection can also lead to not being able to utilize some of the capabilities. For instance, deep analysis capability requires access to the apk files on Android devices. An admin can choose to not collect application binaries on mobile devices (or a set of mobile devices). However, when application binary collection is disabled, the deep analysis capability cannot be utilized for the applications on those mobile devices. 

 

9.3. SPECIAL TERMS FOR BITDEFENDER INTEGRITY MONITORING ADD-ON

9.3.1. Bitdefender Integrity Monitoring add-on reviews and validates changes made on Windows and Linux endpoints to assess the integrity of multiple entities as described in the documentation of the Solution. Integrity Monitoring add-on operates based on default rules, provided by Bitdefender, and custom rules. These rules are available in the Policies > Integrity Monitoring Rules page of Control Center. Based on these rules, Integrity Monitoring add-on takes action when events are generated for files, folders, registry entries, users, services and installed software. These events are displayed on the Reports >Integrity Monitoring Events page of Control Center.

9.3.2. During maintenance window performed with Bitdefender Patch Management, Integrity Monitoring default rules will be suspended according to the documentation. For clarity, this means that if no policy application or reapplication occurs while Integrity Monitoring is suspended, the old attributes of entities present in alerts after resuming Integrity Monitoring are the ones that were present before the patching process started. If a policy application or reapplication occurs while Integrity Monitoring is suspended, the old attributes are going to be renewed to the ones present for monitored entities at the time of application or reapplication.

 

9.4. SPECIAL TERMS FOR BITDEFENDER GRAVITYZONE CLOUD SECURITY

9.4.1. Bitdefender Gravityzone Cloud Security module provides access to an all-in-one platform encompassing CIEM (management of identities and access, identification of risks dynamically) and CSPM (Security and Compliance and regulatory best practices and frameworks, assessment of misconfigurations).

9.4.2. The Cloud Security Posture Management (CSPM), which is a continuous management of IaaS and PaaS security posture through prevention, detection, and response to cloud infrastructure risks, applies common frameworks, regulatory requirements and enterprise policies to proactively and reactively discover and assess risk/trust of cloud services configuration and security settings.

9.4.3. The scope of such management is to verify if there are issues, and if one is identified, to provide remediation options (automated or human-driven). Bitdefender Gravityzone Cloud Security provides You with the possibility to identify and zoom in on a suspected asset and understand the full context from both a configuration and activity perspective with associated event severity, thereby reducing time in detecting, investigating, and remediating threats.

9.4.5. Bitdefender Gravityzone Cloud Security scanner has hundreds of rules and counting across different standards. Each rule is complete with an appropriate risk value, description, and remediation instructions that may include the option to execute a one-click or playbook remediation. Bitdefender's rule-set also identifies when You contravene security best practices, alerting You when they happen so that You can prioritize these fixes accordingly.

With continuous visibility across cloud resources from a single console You can enforce configuration guardrails with hundreds of fix misconfigurations before they lead to security incidents.

9.4.6. You may use the Bitdefender Gravityzone Cloud Security and initiate the solution within the limitation imposed by the total number of billable resources as defined in the Documentation and stated in the purchase order. If You have more billable resources in Your environment than the number of billable resources You have purchased, we will restrict the solution and scan to the limited number of billable resources stated in Your order; Please note that You may add more billable resources with a new order.

For the avoidance of any doubt, the Bitdefender Gravityzone Cloud Security may not be used/configured on more than one instance at a time.

 

10. TECHNICAL SUPPORT. SERVICES.

10.1. Technical support for Bitdefender Solution is included for the duration of the license/subscription Term. Certain technical support features may be offered by Bitdefender through its resellers for the subscription term of Bitdefender Solution as stated on Bitdefender website. Technical Support shall be governed by the following conditions: Any such Technical Support shall be provided without any guarantee or warranty of any kind. It is solely Your responsibility to complete a backup of all Your existing data, software, and programs before receiving any Technical Support.

Standard Support. The terms and conditions of standard technical support for Bitdefender Gravityzone Enterprise are stated here: http://www.bitdefender.com/site/view/enterprise-support-policies.html

10.2. Paid Services:

10.2.1. Professional Services: If You purchase these services, their performance will be according to the Service Level Agreement available at the following address: https://www.bitdefender.com/media/materials/legal/Service-Level-Agreement-for-Professional-Services.v1.1.pdf.

10.2.2. Premium Technical Support Services: If You purchase these services, their performance will be according to the Enterprise Support Policy available at: https://www.bitdefender.com/site/view/enterprise-support-policies.html.

10.2.3. MDR (Foundations) Service: If You purchase these services, their performance will be according to the Terms and Conditions available at the following address: https://www.bitdefender.com/site/view/legal-eula.html.

10.2.4 Bitdefender Offensive Services: If You purchase these services, their performance will be according to the Terms and Conditions available at the following address: https://www.bitdefender.com/site/view/terms-and-conditions-for-providing-bitdefender-offensive-services.html

10.3. Bitdefender reserves the right to refuse, suspend or terminate any of the Technical Support in its sole discretion in case You are in breach of your obligations. The technical support policies are subject to change at Bitdefender’s discretion; however, Bitdefender will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. 10.4. You should review the policies published on websites prior to entering into the ordering document for the applicable services. If You intend to receive any professional services, then You need to sign a separate statement of work with Bitdefender. These terms are not applicable for Trial and Beta Solutions.

 

11. CONFIDENTIALITY.

11.1. Neither Party shall disclose any confidential and/or proprietary information belonging to the other party unless agreed in writing by the said party. Confidential information shall be limited to the terms and pricing under this Agreement, and all information clearly identified as confidential. This obligation shall not apply to information received which: (i) is or becomes known by the recipient without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the public through no act or omission on the part of the recipient; or (iii) is independently developed by the recipient without the use of confidential or proprietary information. In the event that either Party is required to disclose confidential and proprietary information pursuant to law, it shall notify the other Party of the required disclosure. Each Party agrees to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents on a need to know basis and who are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders submitted under this Agreement in any legal proceeding arising from or in connection with this Agreement.

 

12. WARRANTIES.

12.1. Bitdefender warrants that Bitdefender Solution will be provided in a professional manner consistent with industry standards. Bitdefender warrants to You that the encoding of the software program on the media on which  Bitdefender Solution is furnished will be free from defects in material and workmanship, and that  Bitdefender Solution shall substantially conform to its Documentation, for a period of ninety (90) days from the date You purchase the license key or activation code (“Warranty Period”)

12.2. The warranty shall not apply if (i) the Solution has not been used in accordance with the terms and conditions of this Agreement and the Documentation; (ii) the issue has been caused by Your failure to apply Updates, Upgrades or any other action or instruction recommended by Bitdefender, (iii) the issue results from any cause outside of Bitdefender’s reasonable control,  (iii) in the event of failure of Bitdefender Solution arising or resulting from improper installation or any modification, alteration, or addition thereto, or any problem or error in the operating system software with which the software is installed and is designed to operate; (iv) if any problem or error in Bitdefender Solution has resulted from improper use, misapplication or misconfiguration, or the use of Bitdefender Solution with other programs or services that have similar functions or features which are incompatible with Bitdefender Solution; (v) if  Bitdefender Solution is licensed or used as any evaluation, beta or trial version or for which Bitdefender does not charge a royalty or license fee; or (vi) if Bitdefender does not receive notice of a non-conformity within the applicable warranty period.

12.3. If Bitdefender is notified in writing of a breach of warranty during the Warranty Period, Bitdefender’s entire liability and Your sole remedy shall be (at Bitdefender’s option): (i) to correct, repair or replace Bitdefender Solution within a reasonable time, or (ii) to authorize a refund of the Fee following return of the Solutions accompanied by proof of purchase. Any replacement Solutions shall be warranted for the remainder of the original Warranty Period.

12.4. BITDEFENDER SOLUTION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BITDEFENDER DOES NOT WARRANT THAT BITDEFENDER SOLUTION WILL MEET YOUR REQUIREMENTS. BITDEFENDER DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT BITDEFENDER WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY RECOMMENDATION, THE SOLUTIONS, ENHANCEMENTS, MAINTENANCE OR ADVICE, SUPPORT RELATED THERETO, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED BY BITDEFENDER.

12.5. BITDEFENDER HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS  WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA, FALSE POSITIVES OR FALSE NEGATIVES, DEVICE FAILURE OR MALFUNCTION FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, TIMELINESS, COMPLETENESS, CURRENTNESS, RELIABILITY ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY FILTERING, DISABLING, OR REMOVING SUCH THIRD PARTY’S SOFTWARE, SPYWARE, ADWARE, COOKIES, EMAILS, DOCUMENTS, ADVERTISEMENTS OR THE LIKE, NOR THAT SOFTWARE WILL DETECT ANY OR ALL SECURITY OR MALICIOUS CODE THREATS OR USE OF BITDEFENDER SOLUTIONS, PRODUCTS, SOFTWARE AND SERVICE, FUNCTIONALITIES, FEATURES, ENHANCEMENTS, MAINTENANCE OR SUPPORT RELATED THERETO, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES AND UPDATES SUPPLIED BY BITDEFENDER WILL KEEP YOUR NETWORK, CLOUD OR ENDPOINTS OR ANY SYSTEMS AND DEVICES FREE FROM ALL VIRUSES OR OTHER MALICIOUS OR UNWANTED CONTENT OR SAFE FROM INTRUSIONS OR OTHER SECURITY ATTACKS/SCAMS/BREACHES.

12.6. YOU UNDERSTAND AND AGREE THAT BITDEFENDER CANNOT, AND DOES NOT HEREIN, PROVIDE ANY WARRANTY, GUARANTEE, CONDITION, OR ASSURANCE THAT THE DEPLOYMENT/USE OF ANY BITDEFENDER SOLUTION (EITHER BY ITSELF OR IN COMBINATION WITH OTHER BITDEFENDER SOLUTIONS) WILL BE ERROR FREE, NOR WILL GUARANTEE COMPLETE PROTECTION FROM AND AGAINST ALL PRESENT AND FUTURE SECURITY THREATS TO YOUR NETWORKS, SYSTEMS, DEVICES, SERVERS OR DATA AND NOTHING HEREIN SHALL BE DEEMED TO IMPLY SUCH A WARRANTY, GUARANTEE, CONDITION, OR ASSURANCE.

12.7. BITDEFENDER SOLUTION IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. BITDEFENDER SOLUTION IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPON SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY/ENVIRONMENTAL DAMAGES.

12.8. Due to the continual development of new techniques for attacking endpoints, networks, systems, Bitdefender does not represent, warrant or guarantee: (1) that Bitdefender Solution will detect, block, or completely remove, or clean any or all applications, routines, and files that are malicious, fraudulent or unwanted; or (2) that any product or any data, equipment, system or network on which a Bitdefender Solution is used (or protects) will be free of vulnerability to intrusion or attack.

12.9. You agree that protection of Your endpoints, servers, cloud, networks, servers and data are dependent on factors solely under Your control and responsibility, including, but not limited to: (a) the design, implementation, deployment, and use of hardware and software security tools in a coordinated effort to manage security threats; (b) the selection, implementation, and enforcement of appropriate internal security policies, procedures and controls regarding access, security, encryption, use, and transmission of data; (c) development of, and ongoing enforcement of, processes and procedures for the backup and recovery of any system, software, database, and any stored data; and (d) diligently and promptly downloading and installing all Updates made available by Bitdefender.

12.10. YOU SHALL BE SOLELY RESPONSIBLE FOR THE PROPER BACK-UP OF ALL DATA AND  YOU SHALL TAKE APPROPRIATE MEASURES TO PROTECT SUCH DATA. BITDEFENDER ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER IF DATA IS LOST OR CORRUPTED.

 

13. LIABILITY. LIMITATION OF LIABILITY.

13.1. BITDEFENDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE OR DAMAGES THAT WERE REASONABLY FORESEEABLE BY BOTH PARTIES BUT COULD HAVE BEEN PREVENTED SUCH AS, FOR EXAMPLE, LOSSES CAUSED BY VIRUSES, MALWARE, OR OTHER MALICIOUS PROGRAMS, OR LOSS OF OR DAMAGE TO CUSTOMER DATA.

13.2.THE TOTAL BITDEFENDER MAXIMUM LIABILITIES OR INDEMITIES FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE, OR TRADE USAGE SHALL BE LIMITED AND IN NO CASE SHALL BITDEFENDER'S LIABILITY EXCEED THE FEES YOU PAID TO BITDEFENDER FOR THE DEFICIENT BITDEFENDER SOLUTIONS AND SERVICES IN THE LAST 12 MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE FIRST GIVING RISE TO A CLAIM UNDER THIS AGREEMENT.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER.

13.3. NOTWITHSTANDING THE FOREGOING, BITDEFENDER DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE DIRECTLY ATTRIBUTABLE TO BITDEFENDER, (ii) FRAUDULENT MISREPRESENTATION, OR (iii) ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

 

13.4. Each Party recognizes and agrees that the waivers, warranty limitations, as well as disclaimers and exclusions from and limitations of liability and/or remedies in this Agreement are a material and essential basis of this Agreement; reflect a reasonable allocation of risk between the Parties; are fair, reasonable, and a fundamental part of this Agreement; and each has been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement. The Parties acknowledge and agree that absence of any such waivers, disclaimers, exclusions, and/or limitations of liability/remedies, the provisions of this Agreement, including the economic terms, would be substantially different, or in the alternative, this Agreement would not have been consummated.

13.5 Bitdefender is acting on behalf of its partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

 

14. INDEMNIFICATION.

14.1. You shall indemnify, defend, and hold Bitdefender and its directors, officers, employees, agents and attorneys harmless from and against any and all third-party claims, actions, demands, liabilities, losses, damages, judgments, or settlements, including all reasonable attorney’s fees, and expenses related thereto, directly or indirectly resulting from, relating to, arising out of, or attributable to or based upon, i) illegal conduct and/or violation of rights of third parties or any applicable laws, and/or (ii) Your miss-use of  Bitdefender Solution.

14.2. Bitdefender shall defend against any claim or lawsuit by a third-party (a “Claim”) against You, based upon their use of  Bitdefender Solution in accordance with the terms of the Agreement to the extent that: (i) such Claim alleges that  Bitdefender Solution infringes a US patent, infringes a copyright, or misappropriates a worldwide trade secret, or trademark, and will indemnify and hold You harmless from and against the resulting costs and damages finally awarded against You to such third-party by a court of competent jurisdiction or agreed to in settlement. .

14.3. The foregoing obligation of Bitdefender does not apply with respect to software, services or portions or components thereof: (i) not supplied by Bitdefender; (ii) used in a manner not expressly authorized by this Agreement or the accompanying Documentation (iii) made in accordance with your specifications; (iv) modified by anyone other than Bitdefender, if the alleged infringement relates to such modification; (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination; (vi) for any evaluation, beta, free, early access or trial version or (vii) where You continue the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.

14.4. In the event  Bitdefender Solution is held by a court of competent jurisdiction to constitute an infringement, Bitdefender shall, at its sole option, do one of the following: (i) procure the right to continued use; (ii) modify Bitdefender Solution so that their use becomes non-infringing; (iii) replace  Bitdefender Solution with substantially similar products in functionality and performance; or (iv) if none of the foregoing alternatives is reasonably available to Bitdefender, Bitdefender shall refund the pro-rata unused portion of  Bitdefender Solution.

14.5. The Parties may request indemnification under this provision, provided they: (a) give notice within ten (10) days of any claim being made or proceedings being issued against; (b) give sole control of the defense and settlement to the indemnifying party (provided any settlement relieves the indemnified party of all liability in the matter); (c) provide all available information and reasonable assistance; and (d) have not previously compromised or settled such claim.

 

15. ELECTRONIC COMMUNICATIONS.

15.1. Bitdefender may send You legal notices and other communications about the Solution and Maintenance subscription services or our use of the information You provide us ("Communications"). Bitdefender will send Communications via in-product notices or via email to the primary user's registered email address,or will post Communications on its Sites. The legal basis for sending these communications is this Agreement (for the transactional communications) and the legitimate interest for marketing with the current customers (for the commercial communications).

15.2. Notwithstanding, You agree that Bitdefender may send You required legal notices and other communications about Bitdefender solutions (including Updates), other and/or new Bitdefender solutions and services, special offers and pricing or other similar information, customer surveys, and other requests for feedback (collectively “Communications”). Bitdefender may provide Communications via (among other methods): (a) in-person contacts by Bitdefender and/or Reseller personnel; (b) in-product notices or emails to registered email addresses of named contacts; and/or (c) posted Communications on its Websites.

15.3. With respect to email notices, any such email notice to You will be sent by Bitdefender to the account administrator(s) named by You during registration. You are responsible for ensuring that the email address for the account administrator is accurate. Any email notice that Bitdefender sends to the then-current email address will be effective when sent, whether or not You actually receive the email. By accepting this Agreement, You consent to receive all Communications through these means.

 

16. PRIVACY POLICY & GDPR.

16.1. By accepting this Agreement, You understand that You have been notified about how Your personal data will be processed according to the Privacy Policy for Business Solutions published on: https://www.bitdefender.com/site/view/legal-privacy-policy-for-bitdefender-business-solutions.html   and the Personal Data Notice for Business Contacts of the Clients or Partners published on: https://www.bitdefender.com/site/view/legal-personal-data-notice-for-business-contacts-of-the-clients-or-partners.html

16.2. All the information on how the personal data is collected or processed by Bitdefender as a Data Controller, during the usage of  Bitdefender Solution and services is specified in  Bitdefender Privacy Policy for Business Solutions

As regards personal data collected by Bitdefender Solutions from Your Users and the applicable data protection regime governing this relationship, according to the EU applicable legislation on personal data (GDPR – EU General Data Protection Regulation), Bitdefender together with You are joint controllers as described further in this Section, except for certain Bitdefender Solutions, as mentioned in the articles below.

 Therefore Bitdefender acts as a joint data controller in relation with the personal data collected through its Solutions and services sold to/through business clients only for the purposes of ensuring cyber security including but not limited to endpoint security, network security, cloud security or other cyber security purposes  , including support activities for this purpose (only in specific cases, when support activities are included in the specific contract with Bitdefender).

 You also act as joint data controller in relation to the personal data Your Users might have access through Bitdefender Solutions for purposes of ensuring cybersecurity, but for any other potential   purposes of collection and processing that You may decide internally on Your own, then You act as separate and independent data controller.

The joint controllers will be each independently and separately responsible for respecting the GDPR provisions, including lawful collection, processing of personal data, informing Your users about the use of their personal data, the security of personal data and ensuring Your users can exercise their rights, according to the Joint Controllers Arrangement available here: https://www.bitdefender.com/media/materials/legal/Joint-Controllers-Arrangement.pdf

 

16.3. Notwithstanding the previous provisions in this chapter, with regard to data processed by certain Bitdefender Solutions and Services as enumerated below, Bitdefender acts as a data processor in relation with the personal data collected through this Bitdefender Solution for the purposes of the Your internal security management.

In this case, You act as data controller in relation to the collected personal data by customizing the securities rules, policies, solution settings and/or the duration of data storage as applicable when using Bitdefender Solutions.

16.4. You are strictly responsible for complying with the GDPR provisions, including lawful processing of personal data, informing Your users about the use of their personal data, the security of personal data and ensuring Your users can exercise their rights, according to the Data Protection Agreement available here:  https://www.bitdefender.com/site/view/data-processing-agreement-for-bitdefender-solutions.html.

16.5. The following Bitdefender Solutions where Bitdefender acts as Data Processor are: Bitdefender Integrity Monitoring, Bitdefender Gravityzone Security for Mobile Solution, Bitdefender Offensive Services and Bitdefender Cloud Security.

 

17. TECHNOLOGIES.

17.1. Bitdefender informs You that in certain programs or products or solutions it may use data collection technology to collect technical information (including suspect files), to improve the products, to provide related services, to adapt them to the latest industry trends and to prevent the unlicensed or illegal use of the product or the damages resulting from the malware products.

17.2. You accept that Bitdefender may use such information as part of the services provided in relation to the product and to prevent and stop the malware programs running on Your device.

By accepting this Agreement, You acknowledge and agree that the security technology used can scan the traffic in an impersonal mode to detect the malware and to prevent the damages resulting from the malware products.

17.3. You acknowledge and accept that Bitdefender may provide updates or additions to the program or product which automatically download to Your device. By accepting this Agreement, You agree that some of the executable files considered potentially harmful, may be submitted to Bitdefender servers for the purpose of being scanned.

17.4. Bitdefender reserves the right to collect certain information from the endpoints, network, servers, containers on which it is installed, depending on the modules and services You have activated in your Bitdefender Solution. Such information may pertain to potential security risks as well as to URLs of websites visited that Bitdefender Solution and Services deems potentially fraudulent. The URLs could contain personally identifiable information that a potentially fraudulent website is attempting to obtain without Your permission. As such, You agree that certain Solution modules, services and components may collect pieces of data from Your systems for the purpose of evaluating and improving the ability of Bitdefender’s Solutions to detect malicious behavior, potentially fraudulent websites and other Internet security risks. Bitdefender also employs proprietary Cloud technologies to perform scanning on certain URLs, files or emails submitted from Your systems.

 

18. AUDIT RIGHTS.

18.1. Bitdefender may audit Your use of Bitdefender Solution to verify that Your usage complies with applicable Documentation. An audit will be done upon reasonable notice and during normal business hours, but not more often than once each year unless a material discrepancy was identified during the course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to Bitdefender Solution. You further agree to keep records sufficient to certify Your compliance with this Agreement, and, upon request of Bitdefender, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by Solution and version) and network architectures as they may reasonably relate to Your subscription and deployment of Bitdefender Solution.

18,2. If an audit reveals any deployment or use of Bitdefender Solutions that is more than the subscriptions conditions or is otherwise out of compliance with this Agreement, then You agree to promptly correct such non-compliance. If the usages for any unlicensed or excess utilization of all solutions audited hereunder is greater than, in the aggregate, five percent (5%) of the actual licensed use for solutions purchased by You, You agree to reimburse Bitdefender for the differences and its reasonable costs incurred in performing the audit.

 

19. FORCE MAJEURE.

19.1.Neither Party shall be in breach of the Agreement in the event it is unable to perform its obligations as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or any other reason or condition beyond its reasonable control; provided, however, if such reasons or conditions remain in effect for a period of more than thirty (30) calendar days, either Party may terminate the Agreement affected by such force majeure following the written notice to the other Party. Notwithstanding the aforementioned, the parties agree that payment obligations derived from this Agreement as well as the protection of Intellectual Property Rights shall not be delayed for any reason.

 

20. GENERAL.

20.1. If You are located in the United States or Canada, this Agreement is governed by the laws of the State of Florida, USA, with the venue in Broward County. If You are located in the UK, Australia and New Zeeland, this Agreement will be governed by the laws of UK laws, with the venue in Reading. If You are located in the Netherlands, Belgium, Denmark, Finland, Iceland, Norway, and Sweden, this Agreement is governed by the Dutch Laws with the venue in the Hague. If You are located in Germany and Austria, this Agreement is governed by the German Laws with the venue in München. If You are located in Indonesia or in Singapore, this Agreement will be governed by the laws of Singapore with the venue in the courts of Singapore. If You are located in rest of Europe, in the rest of Asia, Africa and Middle East, this Agreement will be governed by the laws of Romania with the venue in the courts of Bucharest.

20.2. Nothing in this License Agreement will diminish any rights You may have under existing consumer protection legislation or other applicable laws in Your jurisdiction that may not be waived by contract.

In the event of invalidity of any provision of this Agreement, the invalidity shall not affect the validity of the remaining portions of this Agreement.

20.3. This Agreement describes certain legal rights. You may have other rights under the laws of Your state or country. You may also have rights with respect to the party from whom You acquired Bitdefender Solution. This Agreement does not change Your rights or obligations under the laws of Your state or country if the laws of Your state or country do not permit it to do so.

20.4. Bitdefender reserves the right to cooperate with any legal process and any law enforcement or other government inquiry related to Your use of this Bitdefender Solution and Services. This means that Bitdefender may provide documents and information relevant to a court subpoena or to a law enforcement or other government investigation.

20.5. Bitdefender and Bitdefender logos are trademarks of BITDEFENDER. All other trademarks used in the Solution or in associated materials are the property of their respective owners.

20.6. Bitdefender retains the right to assign this Agreement in its sole discretion. You may not assign this Agreement without the prior written permission of Bitdefender, provided, however, that You shall have the right to transfer this Agreement by operation of law as part of a merger, reorganization, or sale of all or substantially all of Your assets or shares upon written notice to Bitdefender.

20.7 Either party represents and warrants that (i) in connection with this Agreement, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof and (ii) it will comply in all respects with the Foreign Corrupt Practices Act and any other applicable laws and (iii) it will comply with the export compliance laws applicable to each party fulfilling its obligation under this Agreement. To the maximum extent permissible by written waiver, disclaimer, limitation, and/or exclusion under Applicable Laws, this Agreement is entered into solely between and for the benefit of, and may be enforced only by, the Parties hereto and no third party shall have any right/benefit hereunder, whether arising hereunder, under any statute now or enacted hereafter (such as Contracts (Rights of Third Parties) Act of 1999 in the UK and similar laws enacted in Ireland, Singapore, New Zealand, and certain states of Australia, the application of each of which is hereby barred and disclaimed), or otherwise. This Agreement does not, and shall not be deemed to, create any expressed or implied rights, remedies, benefits, claims, or causes of action (legal, equitable or otherwise) in or on behalf of any third parties including employees, independent consultants, agents, and Affiliates of a Party, or otherwise create any obligation or duty to any third party; provided, however, notwithstanding anything contained herein this Agreement to the contrary, Bitdefender’s suppliers, software licensors, and resellers shall be intended third party beneficiaries for the exclusions, limitations, and disclaimers with respect to Bitdefender Solutions as stated in this Agreement.

Bitdefender Solutions could be subject to the U.S. and foreign export control laws. You agree to comply with all laws and regulations of the United States and other countries where Bitdefender Solutions are used by You and Your users to ensure that they are not exported, directly or indirectly, in violation of such laws.

20.8. Bitdefender may revise these Terms at any time and the revised Terms shall automatically apply to the corresponding versions of Bitdefender Solution distributed with the revised Terms. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the rest of the Terms, which shall remain valid and enforceable. In case of controversy or inconsistency between translations of this Agreement to other languages, the English version issued by BITDEFENDER shall prevail.

 

20.9 Any additional, conflicting, or different terms or conditions proposed by You in any of Your issued documents (such as an Order/s), are hereby rejected by Bitdefender and excluded here from.

20.10. Contact BITDEFENDER, at 15 A Orhideelor Street, Orhideea Towers Building, 11th floor, District 6, Bucharest, 060071, Romania; tel +40 212 063 470; fax +40 212 641 799, e-mail address: office@Bitdefender.com