ReputationDefender Standard Terms of Service for Defender®, Defender® Elite, ExecutivePrivacy/ Personal Privacy and ReputationGrower
(Updated 29 July 2023)
PLEASE READ THESE TERMS CAREFULLY AS THEY FORM A LEGALLY BINDING AGREEMENT. BY SIGNING OR SUBMITTING A SERVICES AGREEMENT, OR REQUESTING THE PROVISION OF THE SERVICES, YOU AGREE TO ALL OF THE FOLLOWING.
These Standard Terms of Service (“Terms of Service”) together with the applicable order form or services agreement as applicable (collectively “Services Agreement”) are between the client (“Client”) as identified on the Services Agreement and the Gen entity based on your location specified at the end of this Services Agreement (“Company”). NortonLifeLock merged with Avast in late 2022 and together we are now Gen (“Gen”). The Reputation Defender products/services are now added to the Gen brand portfolio. These Terms of Services and the Services Agreement are collectively the “Agreement” and govern the purchase and provision of the applicable services solely as specified in the Services Agreement (“Services”). Capitalized terms used but not defined in these Terms of Service have the meaning as stated in the Services Agreement.
- Scope of Services. Company generally provides online reputation management and privacy-related Services. A general description of the Services can be found in the Services Agreement and/or under the solution headings at: https://www.reputationdefender.com/solutions. The Service Agreement shall specify the specific Services that applies to this Agreement.
- Acquiring Services for a Named Party. Client must be the individual or entity, or an authorized representative of the individual or entity, for whom the Services will be performed (“Named Party”). Client must provide verification that Client has the authority to procure Services on the third party’s behalf. Where the Named Party is a minor, the Client must be the parent or legal guardian of the minor for whom the Services are purchased. References in this Agreement to performing the Services for Client shall also be a reference to performing the Services for the Named Party’s benefit as the context requires.
- AUTHORIZATIONS AND CLIENT RESPONSIBILITIES
- Advocate. Client authorizes Company to be Client’s reputation or privacy advocate. In this role, Client authorizes Company to use Client’s information to search the Internet and the “Deep Web” using any tools available and to take appropriate actions based on the results of these searches that Company deems reasonably necessary in order to provide the Services. If search remediation activities are included in the Services, Client also authorizes Company to use optimization techniques to promote welcome content above unwelcome content on Internet search engines. Client recognizes that such techniques may have unpredictable side-effects, including but not limited to negative responses from others. In providing the Services, Company is not acting as Client’s lawyer and does not offer legal advice.
- Your Cooperation Required. To perform the Services, Company requires certain information from Client and the active participation and cooperation of Client to approve certain actions. Client understands that the quality and quantity of the information that Client provides to Company may impact on the effectiveness of the Services. Client agrees to review and approve content and/or removal actions and respond to requests for information and content approvals from Company timely. Delays or failure to respond timely may impede Company’s ability to provide the Services.
- Accounts and Domains. Where required for the Services, Client authorizes Company to act on Client’s behalf in creating accounts on other websites in Client’s name as Company reasonably determines is beneficial to providing the Services. If the acquisition of domain names is included in the Services, Client will cooperate with Company as necessary to procure any domain names or similar registrations and will direct the domain names to a location identified by Company.
- Content Publishing. If content creation and publishing is included in the Services, Client authorizes Company to use the information Client provides (“Client Materials”), as well as any publicly available information that Company reasonably deems to be useful in providing the Services, to create and publish Web content, including content that represents Client. Client grants Company the right to modify and publish any or all of the Client Materials or related Web content created on any websites Company reasonably deems appropriate for the purposes of providing the Services. Client grants Company and its authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in relation to an assignment of the Agreement), sublicensable (as necessary to perform the Services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any intellectual property, including content, trademarks, logos, photos, videos, advertisements, information, and Client Materials as Company deems appropriate to perform the Services. Company will own, subject to any applicable Client Materials, all right, title, and interest in and to any materials, content, or other works of authorship created by or on behalf of Company and used in connection with the Services provided under this Agreement (“New Content”). Client will own all right, title, and interest in and to any Client Materials. Following the end of the Services Agreement, and provided that all amounts due under the Agreement have been paid, then all right, title, and interest in all New Content will revert to Client.
- Content Approvals. In the event that Client does not provide approvals for content in a timely manner, Company reserves the right to create and publish New Content without securing Client approval, in the interest of completing the Services in a timely manner. Should Client disapprove of the New Content (or any published content), Company shall use reasonable efforts to update or enable Client to update the content directly on the web sites where the content is published.
- Permitted Use. Company does not allow its Services to be used in connection with any illegal activities or activities that it reasonably deems improper in its sole discretion. Company reserves the right to take preventative or corrective actions to protect Company and its users if Company determines the Services are being used for improper purposes. Client’s use of the Services is subject to Client’s compliance with the rules of conduct set forth in this section. Any failure to comply may result in termination of the Agreement and the Services. While using the Services, Client is not to: (a) impersonate any person or entity, falsely state or otherwise misrepresent Client’s affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;(c) access or use (or attempt to access or use) another user’s account without permission; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any aspect or portion of the Services; (f) “frame” or “mirror” any aspect or portion of the Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services (if applicable); or (h) harvest or collect information about or from other users of the Services. Subject to the limited rights to use the Services pursuant to this Agreement, Company retains all rights, title and interest in and to the Services, including all related intellectual property.
- FEES AND PAYMENT FOR SERVICES
- Fees for Services. Client shall pay all fees at the agreed payment milestones and using the payment method as specified in the Services Agreement. Client will be responsible for and will pay all sales, use and other applicable taxes due in connection with the Services, excluding tax due on Company’s income. Fees paid are nonrefundable and Client’s obligation to pay all fees set forth in the Services Agreement are noncancellable. If any amounts due to Company are not paid within 30 days of their due date, Company may, in its sole discretion suspend or terminate the Services.
- Credit Card Authorization. Where Client agrees to pay applicable fees by credit/debit card, then by submitting the applicable credit/debit card data to Company (“Payment Card”), Client authorizes Company to submit a financial transaction(s) to Client’s issuing bank for settlement. Client agrees to contact Company in the event that Client desires to cancel any recurring charge, prior to the next billing cycle. Should Client fail to contact Company timely, the recurring charge(s) may still be charged and Client will be solely responsible for this. Company bears no responsibility should this happen. If Client reasonably suspects that there is an error on its account, including an incorrect amount or unauthorized transaction, Client should contact Company as soon as possible prior to the next billing cycle to resolve. Upon proper notification, Company in its sole discretion may issue a credit to Client’s Payment Card. Company can be contacted at: +1-888-720-3332 if Client is located in the Americas or at +44 800 131 0700 if Client is located outside the Americas. By providing the Payment Card to Company, Client represents and warrants that Client has the legal rights to use the Payment Card and authorizes Company to charge the Payment Card for all Services listed on the Services Agreement for the Initial Term (as defined below) and to the extent applicable, each subsequent Renewal Term (as defined below), until the Services expire or are terminated. Such renewal charges shall be made in advance in accordance with any billing frequency stated in the applicable Services Agreement.
- WARRANTIES AND DISCLAIMER
- Warranties. Each party represents and warrants that such party is duly authorized and has legal capacity to execute and deliver this Agreement. Each party further represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations under the Agreement have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. If content creation or publishing are included in the Services, Client further represents and warrants that:(a) all information provided to Company (including the Client Materials) is accurate and truthful; (b) Client has the right to grant Company the licenses specified in the section 2.4 (Content Publishing); (c) the execution and performance of this Agreement does not violate any applicable law or other contract or obligation to which Client is a party or is otherwise bound; and (d) the Client Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
- Disclaimers. Company does not guarantee: (i) the identification, the removal, the suppression or the alteration, of any specific Internet content that is designated as unwelcome content (ii) the removal of any specific personal or private information about Client found on the Internet or (iii) that New Content will appear in search results or (iv) that its Services will achieve the result that Client desires due to the complexity of the Internet, the evolving nature of search algorithms and the changing content and activity of the Internet. The Services are provided “as is” and Company specifically disclaims all warranties, conditions or representations of any kind with respect to the Services and the subject matter of this Agreement, whether express, implied, or statutory, including without limitation warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Company does not warrant that the Services will meet Client’s needs or be free from errors or that data will be accurate or complete. The foregoing exclusions and disclaimers are an essential part of this Agreement and formed the basis for determining the price charged for the Services. This disclaimer shall be enforced to the maximum extent permitted by law in those jurisdictions that may limit the exclusion of implied warranties.
- Internet Delays. The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications that are outside Company’s control. Company is not responsible for any delays, delivery failures or other damages resulting from such issues. Company does not guarantee the Services will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Client’s equipment, systems or local access services, or (3) for previously scheduled maintenance.
- LIMITATION OF LIABILITY
- Limitation of Liabilities. Company shall not be liable for any of the following that may arise directly, indirectly or otherwise under this Agreement: i) any cost of procurement of substitute or replacement goods and services, loss of profits, loss of use, loss of or corruption to data, business interruption, loss of production, loss of revenues, loss of contracts, loss of goodwill, or anticipated savings or wasted management and staff time; or ii) any special, consequential, incidental or indirect damages; whether arising directly or indirectly out of this Agreement. This shall apply even if such party, its suppliers or its agents has been advised of the possibility of such damages.
- Amount of Damages. Company’s maximum liability arising out of or in any way connected to the Services or this Agreement shall not exceed the fees paid by Client to Company pursuant to the Services Agreement that is the subject of the claim during the twelve (12) months immediately preceding the claim. Notwithstanding the foregoing, nothing in the Agreement will seek to exclude either party’s liability for fraudulent misrepresentation, any breach of its permitted scope of use, wilful misconduct, gross negligence, death, personal injury or any other liability to the extent that such liability may not be excluded or limited under applicable law. Client acknowledges that that sections5.1 and 5.2 have been included as a material inducement for Company to enter into this Agreement and that Company would not have entered into this Agreement but for the limitations of liability as specified in this section 5.
- TERM AND TERMINATION
- Term of Engagement. The initial term of the Services engagement shall begin on the date that Company receives the initial fees due to Company as specified in the Services Agreement and continue for the period specified in the Services Agreement (“Initial Term”).
- Auto Renewal of the Services. This section applies solely where Client has elected for auto renewal of the Services as indicated on the Services Agreement. Where auto renewal applies, Client understands and agrees that the Services are subscription-based and the Agreement shall automatically renew at the end of the Initial Term for successive periods equal to the length of the Initial Term (each a “Renewal Term”) at the same fee as established for the Initial Term. Company reserves the right to change prices at any time but this will not affect any then-current Renewal Term except if Client expressly agrees otherwise. Company will notify Client in advance of any price changes and Client can cancel the Services by providing written notice to Company of its election to terminate the Services prior to the end of the then-current Renewal Term. Client may do this by sending a non-renewal request via mail as follows: if Client is located in the Americas to ReputationDefender, Attention: Customer Support, 60 E. Rio Salado Parkway, Suite 1000, Tempe, AZ 85281, USA and if Client is located outside the Americas to ReputationDefender,Attention: Customer Support, Ballycoolin Business Park, Blanchardstown, Dublin 15, Ireland or (ii) by calling Customer Support at +1-888-720-3332 if Client is located in the Americas or +44 800 131 0700 if Client is located outside the Americas and such non-renewal will be effected once Client receives email confirmation of the non-renewal from Company. For the avoidance of doubt, Services can only be auto-renewed if the Services remain generally available on Company’s price list and are the same as specified in the Services Agreement. Nothing precludes the parties from entering into new Services Agreement(s) for upgraded or additional Services during the Initial Term or any then-current Renewal Term.
- No Termination or Cancellation for Convenience. Client has contracted to purchase the Services for the Initial Term (or any Renewal Term) stated in the Services Agreement and may not terminate or cancel the Services early save where the parties agree to enter into a superceding Services Agreement amending the scope of Services or extending the Initial Term (or any Renewal Term). Client will remain responsible for paying all the fees specified in the Services Agreement for the Initial Term or Renewal Term, as applicable.
- Effect of Termination. Upon termination: (a) all rights granted to Client under this Agreement, including Client’s right to benefit from the Services, shall immediately cease; (b) Company shall stop performing all Services (c) depending on the applicable Services, Company may, at its discretion, remove materials from the Internet published by Company as part of the Services and allow any domain names purchased as part of the Services to lapse, provided, however, that Client may make a one-time request in writing prior to termination for Company to transfer web sites and Domain Names to Client, and Company shall make reasonable efforts to achieve such transfers, dependent on Client’s cooperation in the process; and (d) Client shall immediately pay to Company all fees that remain due under this Agreement (if any). Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive any termination or expiration of this Agreement.
- CONFIDENTIALITY AND PRIVACY
- Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, without limitation, the techniques, methods, or strategies Company uses in connection with performing the Services, user names and personally identifying information and other data (except data that has been provided for purposes of publishing content). However, Confidential Information shall not include any information that; (i) is provided by Client and is used, published or otherwise disclosed, in Company’s discretion, in connection with the Services; (ii) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (iii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iv) is received from a third party without breach of any obligation owed to the Disclosing Party; or (v) was independently developed by the Receiving Party.
- Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the security and confidentiality of its own confidential information of a similar kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing to limit access to the Confidential Information of the Disclosing Party to those of its employees, affiliates, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality undertakings with the Receiving Party containing protections no less stringent than those contained in this section. Neither party shall disclose the terms of this Agreement or any Services Agreement to any third party without the other party’s prior written consent.
- ARBITRATION, FORUM AND GOVERNING LAW If Client is located in the Americas:Any claim or dispute of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator selected from and administered by the San Francisco, California office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in San Francisco, California, butthe parties agree that all proceedings and hearings prior to the final hearing may be handled via mail, telephone or videoconference. This Agreement shall be governed by and construed under the laws of the state of California, consistent with the Federal Arbitration Act, without reference to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Arbitrator shall be authorized to award compensatory damages, but shall not be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding; and a right to invoke formal rules of procedure and evidence.If Client is located outside the Americas:Any dispute arising out of or in connection with this Agreement (whether contractual or non-contractual), including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration before the London Court of International Arbitration (“LCIA”) under the LCIA Rules (“Rules”), which Rules are deemed to be incorporated by reference. The arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”). The final arbitration hearing shall take place in London, England, but the parties agree that all proceedings and hearings prior to the final hearing may be handled via telephone or video conference. This Agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed under the laws of England. The Arbitrator shall be authorized to award actual compensatory damages only and shall not be authorized to award non-economic damages, such as for emotional distress, or pain and suffering, or consequential damages (including last profits) or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator. Judgment on the award may be entered by any court of competent jurisdiction.
- GENERAL PROVISIONS
- Notices. Administrative communications (such as permissions and approvals) may be transmitted by post or electronically (including by email). All other notices and demands shall be in writing and sent to the receiving party at the address listed in the Services Agreement. A copy of notices to NortonLifeLock must be sent to: Legal.Department@nortonlifelock.com.
- Anti-Corruption and Trade Restrictions. Each party will (i) comply with all applicable laws and regulations relating to, export compliance, the Foreign Corrupt Practices, U.K. Bribery Act 2010 and all other applicable anti- corruption laws and regulations; laws of the U.S. Department of the Treasury, Office of Foreign Assets Control; and (ii) obtain and maintain in effect all required licenses, permits and authorizations. Additional information on the Services are detailed here: https://www.nortonlifelock.com/us/en/legal/export-compliance/ (or any successor site) which may require action on Client’s behalf prior to export to certain destinations, end users, or for certain end-uses. For the avoidance of doubt, nothing in the Services Agreement is intended to induce or require either party to act in any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees. A breach of this section is deemed to be a material breach of the Services Agreement.
- Compliance with Laws. Each party will comply with all applicable laws and regulations for the purpose of the Services Agreement.
- Force Majeure. Save for payment obligations, each party shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, due to unforeseen circumstances or to causes beyond such party’s reasonable control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel, energy, labour or materials.
- Waiver and Severability. Any delay by either party in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing. If a court of law finds any provision of this Agreement unenforceable, the parties agree to replace the offending provision with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.
- Assignment. Client may not assign this Agreement, whether by operation of law or otherwise, without the prior written consent of Company, not to be unreasonably withheld.
- Relationship of the Parties. No Publicity; Relationship. The parties (i) may not make reference to the other party for marketing or publicity purposes without prior written consent, and (ii) have no right to represent, assume or create any obligation or make representations about or on behalf of the other party. Neither party is an agent or subcontractor of the other Party.
- Timeframe for Legal Actions. Any legal action arising in connection with the Agreement must be filed within one(1) year of the date that such cause of action arises. All statutory limitation periods (whether arising in contract, tort or otherwise) are expressly excluded.
- Third Party Rights. Nothing in the Agreement confers any rights on any third parties to enforce any term of the Agreement.
- Entire Agreement; Amendment. These Terms of Service along with the related Services Agreement, constitutes the entire agreement and understanding between the parties and supersedes all previous promises, proposals, agreements, understandings, representations, communications, undertakings or implications whether made orally or in writing between the parties with respect to the subject matter of this Agreement. It may not be modified except by written amendment to the Agreement. To the extent of any conflict or inconsistency between these Terms of Service and the Services Agreement, the terms of such Services Agreement shall prevail. No terms or conditions stated in a Client generated purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Gen Entities. The entity/ies specified below are Gen entities:
|Your location||Region||Gen Entity||Gen Address|
|Americas||All Americas||Gen Digital Inc||60 E Rio Salado Pkwy, Suite 1000, Tempe, AZ 85281 USA|
|Asia Pacific & Japan||Japan||NortonLifeLock Japan K.K.||Ark Mori Building 12th Floor, 1-12-32 Akasaka, Minato-ku, Tokyo 107- 6012, Japan|
|All Other Countries||NortonLifeLock Singapore Pte. Ltd.||8 Marina Boulevard, #05-02, Marina Bay Financial Centre Singapore, 018981|
|Europe, Middle East & Africa||Belgium, Luxembourg, Ireland, The Netherlands, United Kingdom||NortonLifeLock Ireland Limited||Ballycoolin Business Park, Blanchardstown, Dublin 15, Ireland|
|All Other Countries||Avast Software s.r.o||Pikrtova 1737/1a, Nusle, 140 00 Praha 4, Czech Republic|