Reason Up Terms of Use

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Updated: July 7th, 2020.

By continuing to access and/or use ReasonUp (as defined below) following any update to these ReasonUp Terms of Use you are indicating that you have read and agreed to its updated terms and conditions. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING/DOWNLOADING AND/OR USING ReasonUp.

Please note that the product may include the Reason Up Web Security extension (the “Extension”). You may find the Extension’s EULA here and the Extension’s Privacy Policy here

These ReasonUp Terms of Use (“Terms”) are the legal binding agreement between you and Reason Cybersecurity Inc. (“our”, “we” or “us”) for downloading, installing, accessing and using ReasonUp. These Terms and the ReasonUp Privacy Policy (“Privacy Policy”), which is incorporated herein by reference, govern your access to and use of ReasonUp. These Terms also governs any software updates and/or upgrades provided by us as part of ReasonUp, unless such updated and/or upgrades are accompanied by a separate license, in which case the terms and conditions of such separate license will apply.

BY ACCESSING, DOWNLOADING, INSTALLING AND/OR USING ReasonUp, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. By accepting these Terms, you confirm that you are: (i) lawfully entitled to use the Software and/or Website in the country in which you are located, and (ii) of legal age to engage in this binding agreement with us. If you are a minor according to the law of the country you reside in, you are not permitted to use ReasonUp. If you do not accept these Terms, then you may not access, download, install or use ReasonUp (as applicable).

We reserve the right, without prior notice and at our sole discretion, to change, modify and/or update these Terms at any time, and/or modify, change, or discontinue or cancel any feature of ReasonUp. In case that we update these Terms, then we will post the updated Terms on the Website, and if the update is material, we will provide you with a notice via email or ask for your consent. Also, we will update the “Last updated on” date above. We recommend you to check these Terms from time to time for changes. Your continued use of ReasonUp following any changes to these Terms or ReasonUp, constitutes your irrevocable acceptance of all such changes. If you do not accept any modification to ReasonUp and/or these Terms, your only recourse is to cease using the Website and uninstall the Software.

1. License

Subject to your compliance with the terms of these Terms, you are hereby granted with a limited, non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, license to use the ReasonUp website available at: https://www.reasonsecurity.com/small-business/reason-up/home (the “Website”), and to download and install one copy of one of our ReasonUp software editions that accompanies these Terms (the “Software”, and collectively, “ReasonUp”) on a personal computer, or other compatible device you or your business own. The license to the Software is granted to you for personal use and not for commercial use.

ReasonUp is a paid software, valid for the period of your choice monthly or yearly subscriptions and includes the following solutions: AntiVirus Windows Client (providing the following functionalities: scan, real time protection, removal of threats, ransomware protection, webcam and microphone protection, and more), Reason Web Security extension (providing the following functionalities: protects you from browsing to malicious URLs, warns you from unwanted download and allows you to safely search the web for your desired contents) you can find Reason Web Security EULA here: https://www.reasonsecurity.com/small-business/reason-up/web-security/eula, and the ReasonUp Admin Console (providing the following functionalities: analytics of threats, recommended remediation actions, licenses management, users management, and more). You must have a valid license to the Software for each device you wish to operate the Software on. All rights not expressly granted to you hereunder are retained by us.

Except as expressly provided herein, you may not, and may not permit any third party to: (i) use and/or disclose to any third party for any reason any license number, or other authorization code or number supplied by us in connection with ReasonUp on or for more than the number of devices specified by us; (ii) copy, change, modify, translate, reverse engineer, decompile, disassemble, reconstruct, transform, create derivative works based on ReasonUp, extract any part of or otherwise alter ReasonUp (iv) share, transfer, publish, resell, broadcast, transmit, communicate, pledge, sublicense the Software, or permit other individuals/entities to use the Software, rent, lease, distribute or transfer the Software or your rights to use it to any other individual or entity; (v) make the functionality of the Software available to any individual or entity through any means, including but not limited to uploading the Software to a network or file-sharing service, software-as-a-service (SaaS), or any other type of services; (vi) extract or harvest any information from ReasonUp or any part thereof; (vii) delete or modify any attributions, trademarks, copyright, legal notices or other proprietary designations or markings which are part of ReasonUp; (ix) use ReasonUp in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the terms and conditions of these Terms; or (x) gain or attempt to gain unauthorized access to ReasonUp or to networks connected to it by any means, including without limitation by hacking, spoofing or circumventing ReasonUp or the security features therein; (xi) use or attempt to use the Software by itself, or in conjunction with any other products, or upload, store or transmit any data, information or materials which infringe upon any third party's rights, including without limitation third party's intellectual property rights or any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable or to invade users' privacy in any way, or to track, store, transmit or record personal information about any other user of the Software; or otherwise in any way damage, disable, impair, interfere, disrupt or harm us or ReasonUp in any way.(xii) use ReasonUp to provide or build a product or service that competes with the Software; (xiii) test or benchmark, or disclose or publish testing or benchmark results, for the Software without our prior written consent;

2. Fees

To use the ReasonUp Security Suite for Small Businesses you must purchase a subscription of your choice: monthly or annual subscription. by using your credit card or your PayPal account. All subscriptions are paid on a monthly basis and depend on the number of monthly users. At the end of each month you will be charged [monthly price per user] X [amount of users]. Due to the fact that we charge our services a posteriori, we do not provide a refund policy. If you are not satisfied with our service or the performance of our products you are entitled to contact us at: support@reasonscurity.com during the thirty (30) day period following the date on which you subscribed to our service and request that we cancel your account, cease from providing the services and that no additional payments will be made.

3. Updates

We may, at our sole discretion, update the Software from time to time. An update may include the addition of new features and bug fixing. In order to provide you with the most updated version of the Software, you acknowledge and agree that updates and new versions of the Software may be downloaded and installed automatically. If you are using our Essential Edition not all of these updates may be available for you. If you are using our Premium Edition you are entitled to receive all new features to and versions of the Software, as applicable, during your Subscription Period (as defined below). These updates and new features may include additional terms to which you will have to agree. From time to time, we may update some features and components of the Software, including without limitation, the following: software and products that the Software identifies as threats, such as malware (collectively, “Protection Updates”). You are entitled to receive Protection Updates for the Software when using the Software whether as an Essential Edition user or a Premium Edition user.

4. Third Party Service Providers

We may use third parties to provide us with audit, payment, maintenance, analysis, and development services with respect to ReasonUp. We may provide your information to such third parties. We currently use the following third party providers:

5. Term and Termination

If you subscribed to use our Software, these Terms and the license granted to you are valid as of the Activation Date and until the end of the Subscription Period. The term, “Activation Date” means the date on which you provided a valid payment method and subscribed to the service , and the term “Subscription Period” means the period starting on the Activation Date and ends on the expiration of the subscription period you chose. You may terminate these Terms and the license granted to you under these Terms by cancelling your subscription of the Software and by ceasing to use the Website. In case you breach any provision of these Terms, these Terms and the license granted to you hereunder will terminate automatically without notice to you. We shall not be liable for any removal, suspension of or disabling of your access to ReasonUp. If you fail to pay the applicable Subscription, your license to use the Software will be terminated and your software will automatically be deactivated. Except as provided above, nothing herein entitles you to a refund of any payment made hereunder. This Section 6, Section 7 and Sections 11-15 of these Terms will survive termination or expiration of these Terms. Upon termination or expiration of these Terms, your rights to use ReasonUp shall cease.

6. Ownership; Proprietary Rights

All right, interest and title in and to ReasonUp and any related features, services, and/or modifications thereto, including associated proprietary rights, evidenced by or embodied in, attached or related to Reason, are and will remain owned solely by us or our licensors. These Terms do not convey to you any interest in or to Reason, but only a limited right of use according to these Terms. Nothing in these Terms constitutes a waiver of our proprietary rights under any applicable law. The license granted to you is neither contingent with respect of any future functionality or features, nor dependent on any public comments (in writing or orally) made by us regarding future features or functionality. You understand and agree that the technology manifested in the Software constitutes our and our third party suppliers’ valuable know how and trade secrets and to the extent you discover any such trade secrets, you shall not disclose them to any third party. Any unauthorized use or disclosure will cause us irreparable harm and loss.

7. Representations and Warranties

You hereby represent and warrant that: (a) you will use Reason as permitted under these Terms; (b) when using Reason, you shall comply with all applicable laws, rules, regulations, and industry best practices ; (c) you will not use Reason for any or inappropriate purpose; (d) you are not located in a country that is subject to a U.S. Government embargo; (e) you are located in a country that has been designated by the U.S. Government as “terrorist supporting”; and (f) you are not listed on U.S. Government list with respect to restricted or prohibited parties.

8. Privacy

Reason Privacy Policy available here: https://www.reasonsecurity.com/privacy-policy provides information about our privacy practice and about the information that we may access, collect from you, use and/or share in connection with your use of Reason. If you believe that we violated your privacy right, please contact us at: support@reasonsecurity.com.

9. U.S. Government User and Export Laws

Any use or disclosure of ReasonUp by the U.S. Government is subject to the restrictions as detailed in these Terms and DFARS 252.227-7013(c)(1)(ii) (OCT 1988), DFARS 227.7202-1(a) and 227.7202-3(a) (1995), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III). Reason Cybersecurity Inc. is the manufacturer. You will: (i) comply with all U.S. export laws and regulations in order to ensure that ReasonUp and/or any technical data related thereto are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, any laws and regulations; and (ii) not export and/or re-export ReasonUp and/or any technical data related thereto to any U.S. embargoed country.

10. Disclaimer

ReasonUp IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE OPERATION OF ReasonUp WILL BE UNINTERRUPTED; OR (B) ReasonUp WILL MEET YOUR REQUIREMENTS; OR (C) ReasonUp WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED;(C) ReasonUp WILL BE AVAILABLE WHERE YOU RESIDE OR IN ANY OTHER SPECIFIC LOCATION. YOUR ONLY REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH ReasonUp IS TO UNINSTALL AND CEASE YOUR USE OF ReasonUp. Furthermore and except as expressly provided herein, we are not obligated to maintain ReasonUp, or to provide you with any support, updates, bugs fix or any other features available therein. You acknowledge and agree that you are solely responsible for and assume all the responsibility and risk for your use of ReasonUp. We are not responsible to you or to any third party. You are responsible if you breach any of your representations and warranties herein, and for any loss or damage which we may suffer as a result of any such breach.

11. Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, PARENTS, SUCCESSORS, ASSIGNS, OR LICENSORS (“Group Members”) BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR SERVICE INTERRUPTION, LOSS OF GOODWILL, LOSS OF BUSINESS PROFITS, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES ARISING IN CONNECTION WITH ANY USE OF ReasonUp OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE INSTALLATION, UNINSTALLATION, USE OF OR INABILITY TO USE ReasonUp UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR TOTAL LIABILITY (INCLUDING all of our Group Members) FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE USE OF ReasonUp.

12. Indemnity

You agree to defend, indemnify and hold us, and our Group Members, harmless from and against any and all claims, damages, obligations, liabilities, losses, costs and expenses (including attorney's fees) arising from: (i) your access to or use of ReasonUp; (ii) your violation of these Terms; or (iii) your breach of third party right, including without limitation, any intellectual property right, or privacy right.

13. Governing Law and Disputes

These Terms shall be construed and governed in accordance with the laws of State of New York, without giving effect to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any claim that you have with us, you agree, prior to filing any suit or proceeding, to first contact us and attempt to resolve the claim informally by sending us a written notice of your claim (“Notice”). If you and we cannot reach an agreement to resolve the claim within 30 days after the Notice is received, then such claim shall be finally exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in New York, New York, and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both the parties. Nothing contained herein shall prevent us from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent remedy, against the other Party, in order to restrain the breach of any covenants pursuant to these Terms. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible. . YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO ReasonUp OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14. General.

These Terms constitutes the entire understanding between the parties regarding the matters referred to herein. The Section headings are provided for convenience only and have no legal or contractual significance. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Our failure to enforce any rights or to take action against you in the event of any violation under these Terms shall not be deemed as a waiver of such rights. These Terms and any right granted herein may not be assigned by you without receiving our prior written consent. The controlling language of these Terms is English. In the event of any inconsistency between the English version and any other language version, the English language version shall prevail. Nothing in these Terms will be construed as creating a joint venture, employment, partnership, or agency relationship between you and us.

15. Contact Us.

If you have any questions with respect to these Terms, please contact us at support@reasoncoresecurity.com.

16. Third party components.

ReasonUp includes third party components to which you can review the licenses and copyright notices here: http://cdn.reasonsecurity.com/resources/documents/Open+Source+Licenses.pdf