NEC Mobile Security License Agreement



THE NEC MOBILE SECURITY LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU") AND NEC CORPORATION (HEREINAFTER REFERRED TO AS "NEC"). IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE “COMPANY”) AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE NEC MOBILE SECURITY 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. IN THAT CASE, THE WORD “YOU” OR “YOUR” AS USED IN THIS AGREEMENT SHALL BE READ TO MEAN THE COMPANY UNLESS THE CONTEXT REQUIRES OTHERWISE. BY CLICKING "ACCEPT" OR INSTALLING OR USING THE NEC MOBILE SECURITY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, PLEASE CLICK "REFUSE" AND UNINSTALL THE NEC MOBILE SECURITY. NEC MAY MODIFY THIS AGREEMENT UPON NOTICE TO YOU. BY AGREEING TO THE MODIFIED AGREEMENT OR USING THE NEC MOBILE SECURITY AFTER NOTICE, YOU AGREE TO ALL OF THE MODIFICATIONS.

  1. DEFINITIONS. "Device" means Your mobile device running the Android operating system. "Software" means (i) the machine-readable NEC Mobile Security software made available for use on the Device, (ii) any Upgrades, (iii) accompanying features and services and (iv) the relevant NEC documentation ("Documentation").


  2. LICENSE. NEC grants You a non-exclusive license to install and use the Software on one Device, solely for Your own personal or internal business use, subject to, and in accordance with, this Agreement and the Documentation.


  3. RESTRICTIONS. You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the Software, (ii) use the Software for the benefit of any third party, (iii) circumvent mechanisms in the Software intended to limit Your use (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software, (v) wrap the application using another code or incorporate another code into the application, (vi) remove, alter, obscure, deface or make illegible any proprietary rights notices, copyright, trademarks or other notices which are written or embedded on this Software, (vii) collect or analyze data relating to or performance of this Software or a Web Portal, (viii) transfer, sell, lease, distribute or use this Software or a Web Portal for co-branding, time-sharing, service bureau or other unauthorized purposes, (ix) interfere with or disrupt this Software or a Web Portal, (x) attempt to gain access to any systems or networks that connect to any of this Software or a Web Portal, (xi) publicly disseminate performance information or analysis (including restrictions or benchmarks) from any source relating to the Software or a Web Portal, except as permitted by law.


  4. TYPE OF THE SOFTWARE. NEC may offer multiple types of the Software, including:

    1. Consumer: Fees are as specified when You make a purchase (e.g., at retail or via the Android Market). Each initial subscription is 1 year, with optional renewal. All fees are nonrefundable, unless otherwise specified in the terms provided when You make a purchase.
    2. Enterprise: Fees are as specified when you make an agreement (e.g., via NEC or the Android Market). Each initial contract term is 1 year, with optional renewal. All fees are nonrefundable, unless otherwise specified in the terms provided when You make Your order.
    3. A trial Paid: (“Trial Version”) licensed for a limited term for evaluation use only.

    If Your subscription or contract term (as applicable) expires or your Trial Version trial expires, the Software may not be complete or functional.


  5. SUPPORT. NEC will provide email support during your subscription or the contract term (as applicable). All support is governed by NEC's then-current support terms.


  6. UPDATES/UPGRADES. Any Software updates or upgrades You purchase or that are otherwise made available to You ("Upgrades") will be subject to this Agreement or other terms provided with the Upgrade.


  7. OWNERSHIP. Each copy of the Software is licensed, not sold. NEC and its consignment licensors (“licensors”) have and retain all right, title and interest in the Software (including all intellectual property rights).


  8. YOUR ACCOUNT AND LOGIN INFORMATION. Certain features require You to register Your email address, Your phone number and a password ("Login Information"). You are solely responsible for any actions taken using Your Login Information. NEC uses Login Information according to its Privacy Policy currently at https://portal.nec-mobilesecurity.com/brands/nec/en/privacy-policy.html, as may be updated by NEC.


  9. DATA SERVICES AND SMS FUNCTIONALITY. The Software requires that Your Device has an active data connection in order to operate. Some features (e.g., lost device features, call/SMS blocking, and portal side parental controls) also require SMS functionality.


  10. SOFTWARE CHANGES. NEC may at any time without notice (a) discontinue or modify any characteristics of the Software and (b) cease providing services for Trial Versions.

  11. DELETION, QUARANTINE AND DISABLING FEATURES. The Software has (or may be upgraded to include) features that allow You to:

    1. erase or "wipe" all of Your Device's applications, photos, music, contacts and other content, and/or to restore the Device to initial factory settings so that no content can be recovered.
    2. automatically block and/or quarantine installation of software that You may not want on Your Device ("Potentially Unwanted Software"). This may block/quarantine software that is not Potentially Unwanted Software, disable other software on the Device or result in breaching licenses to such software; or
    3. disable some or all of Your Device. Re-enabling the Device requires use of a password that Your mobile carrier and the Device manufacture will not possess. NEC may provide recovery services.

    YOU ACKNOWLEDGE THE RISKS POSED BY THESE FEATURES. IF YOU DO NOT WANT TO ASSUME SUCH RISKS, DO NOT USE THE SOFTWARE. NEC AND ITS LICENSORS ARE NOT LIABLE FOR ANY LOSS OF DATA, LOSS OF ACCESS OR OTHER PROBLEMS OR LOSSES ARISING FROM USE OR MISUSE OF THE SOFTWARE.

  12. TERMINATION. NEC may terminate this Agreement immediately (i) if You breach this Agreement or (ii) any aspect of this Agreement is limited by law or third party terms of service. The following will survive termination: outstanding fee obligations, Sections 3 (Restrictions), 7 (Ownership), 11 (Deletion, Quarantine, and Disabling Features), 12 (Termination), 13 (Disclaimers), 14 (Limitation of Remedies), 15 (Information Collected), 16 (Automatic Research Network), 17 (Third Party Services and Functions), 18 (Authority and Indemnity), 19 (Government End Users), 20 (Export), 21 (Governing Law), 22 (General) and 23 (Confidentiality). Immediately after the cancellation or termination of this Agreement, You shall discontinue any use of the Software for any purposes, deleting or discarding the Software at your own cost and risk.


  13. DISCLAIMERS. THE SOFTWARE IS PROVIDED "AS IS" AND NEC AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED , OR THAT ANY LOCATION INFORMATION (DEFINED BELOW) WILL BE ACCURATE, COMPLETE, OR TIMELY.


  14. LIMITATION OF REMEDIES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEC, ITS DISTRIBUTORS, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (I) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (II) AMOUNTS EXCEEDING THE EQUIVALENT PRICE OF THE SOFTWARE YOU ACTUALLY HAD TO PAY (FOR CONSUMER USER). SECTION 14 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NO ANTI-MALWARE, SECURITY, OR DEVICE LOCATION SOFTWARE CAN GUARANTEE A 100% DETECTION OR SUCCESS RATE, AND NEC AND ITS LICENSORS ARE NOT LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM ANY FAILURE OF THE SOFTWARE.


  15. INFORMATION COLLECTED. The Software may collect information about the following: (i) potential security risks and URLs of websites that the Software deems potentially fraudulent or malicious; (ii) Your Device's IP address and approximate geographic location ("Location Information") and (iii) Your Device's carrier, operating system and type, Your usage of the Software (e.g., features used and session length), and device ID (i.e., the unique ID for each Device generated by the Software), ("System Information"), (iv) ARN information (see section 16) and (v) Login Information. Certain features allow reporting of Location Information via SMS. System Information and Location Information is not otherwise used to identify or contact You, but may be used to provide the Software and related services, improve products and services and develop aggregate statistics. You consent to such uses and grant NEC and its licensors an unrestricted, royalty-free, perpetual license to use and modify such information for such purposes. You further acknowledge and agree that if specified in the applicable terms of service for any third-party app store, marketplace or other site or service from which you downloaded the Software ("App Store"), System Information (or similar data) may also be collected by or shared with such applicable App Store operator and use of that information will be subject to the privacy policy of such App Store operator.


  16. AUTOMATED RESEARCH NETWORK. If specified in the features description or the Documentation, the Software includes Automated Research Network ("ARN") functionality. ARN is a network through which NEC users provide NEC and/or its licensors samples of Potentially Unwanted Software from their Devices to help identify and fight threats. IF YOU DO NOT WANT TO PARTICIPATE IN ARN, YOU MUST AFFIRMATIVELY OPT OUT THROUGH THE MEANS MADE AVAILABLE THROUGH THE SOFTWARE. Unless you opt out, the Software will gather information during sweeps and shielding activities - including spyware, viruses, and unclassified potential threats - as well as other information about your Device ("ARN Information") and send it to NEC and/or its licensors. ARN Information may include, without limitation, information about: Your Device's operating system; the contents of Your default folder, custom folders, and/or downloaded program files directory; registry keys; language; location; Software report log(s); running processes; temporary Internet files, Internet search history; and applications using ports. BY PARTICIPATING IN ARN, YOU CONSENT TO THE TRANSMISSION OF SUCH INFORMATION TO NEC AND/OR ITS LICENSORS. Such information is not used to identify or contact You, but may be used to improve products and services and develop aggregate statistics. You consent to such uses and grant NEC and its licensors an unrestricted, royalty-free, perpetual license to use and modify the information described above for such purposes. NEC and its licensors do not intend to gather confidential or user-identifiable data, but it is possible such data may be transmitted to NEC or its licensors, and you consent to such transmission.


  17. THIRD PARTY SERVICES AND FUNCTIONS. The Software is provided on the premise that Google's services or functions (such as C2DM) and each telecom carrier's service (such as 3G or WiFi) will work as the expected value of the Software. The Software's features or functions using Google's or the carrier's functions may be affected by Google's or the carrier's reasons. NEC and its licensors accept NO responsibility for the issues arising out of or in connection with the foregoing case.


  18. AUTHORITY AND INDEMNITY. If You have entered into this Agreement on behalf of (or to facilitate the use of the Software by) a Company of which You are an employee or agent, You represent and warrant that You have the full corporate right, power and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company and that this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. You hereby agree to indemnify and hold NEC and its licensors harmless from any and all claims, damages, losses and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section 18.


  19. GOVERNMENT END USERS. The Software is a "commercial item" as 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 Software with only those rights set forth therein.


  20. EXPORT. The Software is subject to United States export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You will indemnify and hold harmless NEC and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.


  21. GOVERNING LAW. This Agreement shall be governed by the laws of Japan. Disputes over this user license agreement are to be settled at the Tokyo District Court as the exclusively agreed competent court. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.


  22. GENERAL. If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. NEC may send You notices relating to this Agreement by email. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign or transfer this Agreement or any rights hereunder. Attempted assignment or transfer in violation of the foregoing will be void. NEC may freely assign or transfer its rights or obligations hereunder. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by NEC. This Agreement is the complete and exclusive statement of the mutual understanding between You and NEC and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.


  23. Confidentiality. To implement the obligation herein stipulated, You shall protect such confidential information to the same degree you protect your own confidential information, but in no event less than a reasonable degree of care by a prudent manager.