Kaspersky Endpoint Security Cloud Terms of Use

KASPERSKY ENDPOINT SECURITY CLOUD AGREEMENT

This agreement ("Agreement") contains the terms and conditions that govern your access to and use of the Kaspersky Endpoint Security Cloud ("Product") and is an agreement between AO Kaspersky Lab ("Kaspersky Lab" or "Kaspersky") and you ("User" or "You"), as the organization have authorized the natural person accepting this Agreement to enter into this Agreement for and on behalf of You. This Agreement takes effect when you click the "I Accept" button or check the box indicating Your agreement to these terms.

If there is a separate agreement entered into between Kaspersky Lab and the You, or between You and the corresponding authorized partner of Kaspersky Lab ("Partner"), to the extent the separate agreement ("Separate Agreement") between Kaspersky Lab or Partner and the You conflicts with any provisions of this Agreement, such Separate Agreement shall prevail.

SECTION A: GENERAL TERMS

1. Overview of the Product

Kaspersky Endpoint Security Cloud is a software solution intended for centralized management and protection of computers and mobile devices under the control of the User.

Use of Kaspersky Endpoint Security Cloud enables the User, in particular:

to install and update the relevant Kaspersky Lab endpoint software ("Software") in a centralized way on computers and mobile devices of organization that have been connected to Kaspersky Endpoint Security Cloud;

to manage device settings and protection using security profiles;

to manage Software user details, create Software user groups, and assign rights to Software users.

Kaspersky Endpoint Security Cloud is deployed in the Kaspersky Lab infrastructure.

The list of the Software and functionality of the Kaspersky Endpoint Security Cloud is provided in the online help ("Online Help").

2. Grant and Limitations of License

2.1. License. Kaspersky Lab grants the User a non-exclusive, non-transferable limited license to access and use the Product in accordance with this Agreement and solely for the User's internal business purposes. User must comply with all technical requirements provided in the Online Help. Additional conditions and restrictions on use of the Product shall be specified in the applicable License Certificate (as defined below) and/or in the Separate Agreement.

2.2. License Certificate. License Certificate is the separate file generated by Kaspersky Lab upon execution of an order by the User. License Certificate contains the main information with a description of the license to Product(s).

2.3. Access to Product. Product is provided by means of granting to User access to the web-based portal at cloud.kaspersky.com ("Portal"). User will identify the username and password that are used for access to User's account on Portal. User will not share its username or password with any third party and will be responsible and liable for the acts or omissions of any person who accesses Product using passwords or access procedures provided to User. Kaspersky Lab reserves the right to refuse registration of, or to suspend or cancel, login IDs used by User to access the Product for any reason, including if User violates the terms and conditions set forth in this Agreement.

2.4. Kaspersky Lab reserves the right at any time to change the Product and/or its components including but not limited to Software, Online Help.

2.5. With the exception of the DPA (as defined in the section "DATA PROCESSING AND PRIVACY TERMS"), Kaspersky Lab reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on the use of the Product. Such modifications will be effective immediately when incorporated into the Agreement. Continued use of the Product by You will be deemed acceptance thereof.

3. User Obligations

3.1. User must comply with, and may not work around, any technical limitations in the Product as specified in the Online Help. User may not download or otherwise remove copies of Software from Portal except as explicitly authorized by Kaspersky Lab.

3.2. User must comply with all laws and regulations applicable to its use of the Product, including but not limited to all applicable laws related to privacy, personal data, data protection and confidentiality of communications. User is responsible for responding to any request from a third party regarding User's use of the Product.

3.3. User shall not sell, rent, lease, or lend the Product and/or Software to any third party or use the Product to create own products or services used for detection, blocking, or treating threats or any other purpose.

3.4. User may not remove or alter any copyright notices or other proprietary notices of the Product, related documentation or materials.

3.5. User may not probe, scan or test the vulnerability of the Product or Portal or any related system or networks, or violate any safety measures or verification checks used in connection with the Product and Portal and such systems and networks.

3.6. If the User violates any of its obligations hereunder or license limitations stipulated in this Agreement or other legally binding document entered into between User and Kaspersky Lab and/or Partner(s), Kaspersky Lab may revoke the license and disable use of the Product.

4. Term and Termination

4.1. Term. The initial expiration date of the license is specified in the License Certificate. User has the option to renew the license to the Product for one or more additional time period upon execution of an additional order of the Product. In that case User has the license to use the Product during the renewal term. This Agreement shall remain in effect for the entire term of the license ("License Term").

4.2. Termination. In the event of material breach of this Agreement by User, Kaspersky Lab may immediately terminate this Agreement and the License to use Product by without written notice to User. For any other breach of this Agreement, Kaspersky Lab may provide User with fifteen (15) days written notice of such breach and if User does not cure the breach within the fifteen (15) day notice period, Kaspersky Lab may immediately terminate this Agreement. Upon any termination, User's right to use and access the Product shall be terminated.

5. Payment

5.1 Payment. License fees and all applicable taxes payable are due within the period specified in the invoice provided to User by Kaspersky Lab or Partner.

6. Trial Use

6.1. User may order a version of the Product for trial use. Upon Kaspersky Lab's acceptance of the order, User may access and use the Product for evaluation purposes and non-production purposes only. User has thirty (30) days to use the Product as specified in this Clause. If Kaspersky Lab sets another duration for the applicable trial period, User will be informed prior to User providing credentials for access and use. Kaspersky Lab does not provide technical support during trial use of the Product.

7. Technical Support

7.1 During the License Term of this Agreement, Kaspersky Lab provides User with technical support service for the Product (except during trial use of the Product) in accordance with technical support rules. Technical support service and its rules are located at: https://support.kaspersky.com.

8. Electronic Notices

8.1. Kaspersky Lab may provide User with important information and notices about the Product electronically, including via email and the Portal. For such aims Kaspersky Lab may use all necessary information about You, including information about User's account on the Portal.

9. Limited Warranty and Disclaimer

9.1. Product may contain or show links to third-party websites or resources in relation to the Product. Kaspersky Lab provides these links for convenience only and is not responsible for the content, resources, or links to products or services that they provide. You accept sole responsibility and assume all risk when using third-party websites or resources.

9.2. Kaspersky Lab and/or Partners are not responsible for any delays in, failures of, and access denial to the Products which may be caused by Your Internet or mobile service provider.

9.3. EXCEPT FOR KASPERSKY LAB OBLIGATIONS STATED HEREBY THE PRODUCT IS PROVIDED "AS IS" AND KASPERSKY LAB MAKES NO REPRESENTATION AND GIVES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. KASPERSKY LAB AND ITS PARTNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. USER ASSUMES ALL RESPONSIBILITY, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE USER INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. WITHOUT LIMITING THE FOREGOING PROVISIONS, KASPERSKY LAB MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE PRODUCT WILL MEET ANY OR ALL OF USER REQUIREMENTS WHETHER OR NOT DISCLOSED TO KASPERSKY LAB.

10. Exclusion and Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KASPERSKY LAB BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER PRODUCTS, INFORMATON, SERVICE AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF KASPERSKY LAB, EVEN IF KASPERSKY LAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Intellectual Property Ownership

11.1. You agree that the Product and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Product are proprietary intellectual property and/or the valuable trade secrets of the Kaspersky Lab or its Partners and that the Kaspersky Lab and its Partners, as applicable, are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patents of the Russian Federation, European Union and the United States, as well as other countries and international treaties.

This Agreement does not grant You any rights to the intellectual property, including any Trademarks or Service Marks of the Kaspersky Lab and/or its Partners ("Trademarks"). You may use the Trademarks only insofar as to identify printed output produced by the Product in accordance with accepted trademark practice, including identification of the Trademark owner's name. Such use of any Trademark does not give you any rights of ownership in that Trademark.

The Kaspersky Lab and/or its Partners own and retain all right, title, and interest in and to the Product, including without limitation any error corrections, enhancements, updates or other modifications to the Product, whether made by the Kaspersky Lab or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein.

Your possession, installation or use of the Product does not transfer to you any title to the intellectual property in the Processor, and you will not acquire any rights to the Product except as expressly set forth in this Agreement. All copies of the Product made hereunder must contain the same proprietary notices that appear on and in the Product. Except as stated herein, this Agreement does not grant You any intellectual property rights in the Product and you acknowledge that the license, as further defined herein, granted under this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement. Kaspersky Lab reserves all rights not expressly granted to you in this Agreement.

11.2. Violation of the intellectual rights to the Product shall result in civil, administrative or criminal liability in accordance with the law.

12. Governing Law

12.1. Except as provided in Clauses 12.2 and 12.3 below, this Agreement shall be governed by and construed in accordance the laws specified below for the country or territory in which You obtained the License Certificate, without reference to or application of conflicts of laws principles:

a. Russia. If you obtained the License Certificate in Russia, the laws of the Russian Federation.

b. United States, Puerto Rico, American Samoa, Guam, and U.S. Virgin Islands. If you obtained the License Certificate in the United States, Puerto Rico, American Samoa, Guam or the U.S. Virgin Islands, the laws of the Commonwealth of Massachusetts, USA, provided, however, that the laws of the U.S. state where you live will govern claims under state consumer protection, unfair competition, or similar laws. To the fullest extent permitted by law, the Kaspersky Lab and you expressly agree hereby to waive any right to a trial by jury.

c. Canada. If you obtained the License Certificate in Canada, the laws of the Province of Ontario.

d. Mexico. If you obtained the License Certificate in Mexico, the federal laws of the Republic of Mexico.

e. European Union (EU). If you obtained the License Certificate in a member country of the EU, the laws of Germany.

f. Australia. If you obtained the License Certificate in Australia, the laws of the State or Territory in which you obtained the license.

g. Hong Kong Special Administrative Region (SAR) and Macau SAR. If you obtained the License Certificate in Hong Kong SAR or Macau SAR, the laws of Hong Kong SAR.

h. Taiwan. If you obtained the License Certificate in Taiwan, the laws of Taiwan.

i. Japan. If you obtained the License Certificate in Japan, the laws of Japan.

j. Any Other Country or Territory. If you choose to obtain the License Certificate in another country, the substantive laws of the country where the purchase took place will be in effect.

12.2. Notwithstanding the foregoing, if the mandatory laws or public policy of any country or territory in which this Agreement is enforced or construed prohibit the application of the law specified herein, then the laws of such country or territory shall instead apply to the extent required by such mandatory laws or public policy. Similarly, if you are an individual consumer, the provisions of clause 12.1 shall not affect any mandatory right you may have to take action in your country of residence under the laws of that country.

12.3. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

12.4 User is responsible for contacting only the Kaspersky Lab or their Partners directly if having any problems with the product.

13. Period for Bringing Actions

13.1. No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.

14. Entire Agreement; Severability; No Waiver

14.1. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Kaspersky Lab provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Kaspersky Lab’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

SECTION B: DATA PROCESSING AND PRIVACY TERMS

1. Data Processing on behalf of the User

1.1. Product is used by the User to collect, store, and process data, which may include personal data ("User Data") from the computers and mobile devices under the control of the User with the installed Software.

1.2. User Data, including Personal Data as so defined under the EU General Data Protection Regulation 2016/679 ("GDPR"), provided to Kaspersky Lab on User's behalf, if any, and the processing thereof, shall be governed under the terms and conditions set forth in the Kaspersky Endpoint Security Cloud Data Processing Agreement ("DPA"). Kaspersky Lab shall provide prior notification to the User upon any material change to the DPA.

1.3. The DPA is an integral part of this Agreement. Unless otherwise explicitly agreed in writing between the User and Kaspersky Lab and/or Partner, it is agreed and acknowledged that the User is the Controller and Kaspersky Lab is the Processor (as defined under the GDPR and the DPA), in particular with respect to any Personal Data included in the User Data. The list of data and purposes of processing data are specified in the DPA.

1.4. User will have the ability to access User Data stored in the Product in the Kaspersky Lab infrastructure and systems. Kaspersky Lab will retain User Data in the User account in restricted mode for the duration specified in the Online Help following the expiration or termination of User license so that User may extract the User Data. Upon conclusion of the retention period, Kaspersky Lab will delete the User Data. Kaspersky Lab has no liability for the deletion of User Data as described in this Clause.

1.5. User is solely responsible for acquainting itself with the Online Help, in particular, the DPA and the Section "Data Processing and Privacy Terms" of this Agreement. The User is solely responsible for independently determining whether the foregoing documents and documents referenced therein comply with the User's requirements.

1.6. During use of the Product, the User is fully responsible for ensuring that the processing of Personal Data included in the User Data is lawful, particularly, within the meaning of Article 6 (1) (a) to (f) of GDPR (if the administrated computer or mobile device is in the European Union) or applicable laws on confidential information, personal data, data protection, or similar thereto.

1.7. User shall be fully liable in relation to Kaspersky Lab for any damage resulting from a breach of this Agreement, especially in relation to the Section "Data Processing and Privacy Terms", or DPA.

1.8. User shall indemnify Kaspersky Lab in relation to third parties from any claim arising from the failure of the User to fulfill obligations under the Section "Data Processing and Privacy Terms" of this Agreement which third parties, especially data protection authorities, assert against Kaspersky Lab.

Kaspersky Endpoint Security Cloud Agreement version 1.0

This version of the Agreement is effective as of May 25, 2018.

The latest version of this Agreement is available at https://cloud.kaspersky.com/Home/LegalDocuments