END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT:READ THIS AGREEMENT (“AGREEMENT”) CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF SOFTWARE, CERTAIN SERVICES PROVIDED BY AVG AND AVG COLLECTION AND USE OF CERTAIN PERSONALLY IDENTIFIABLE INFORMATION. BY CLICKING THE “ACCEPT”, “ACTIVATE” OR SIMILAR OPTION OR INSTALLING OR USING THE ACCOMPANYING SOFTWARE PRODUCT, YOU (ON BEHALF OF YOURSELF AND/OR THE COMPANY OR LEGAL ENTITY ON WHOSE DEVICE THE SOFTWARE IS INSTALLED):
- AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE TERMS AND CONDITIONS REFERENCED IN SECTION 4.
YOU MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OF AGE AND, IN ANY EVENT, OF A LEGAL AGE TO FORM A BINDING CONTRACT. FOR INDIVIDUALS WHO ARE UNDER AGE 18, A PARENT OR LEGAL GUARDIAN MUST ACCEPT THIS AGREEMENT ON YOUR BEHALF AND MUST PROVIDE PERMISSION TO YOU TO USE THE SOFTWARE OR THE SERVICES. IF YOU ARE UNDER 13 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE OR SERVICES. IF YOU ACCEPT THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE CAPACITY TO BE BOUND BY IT.
If you do not wish to agree to these terms or use the Software, please click “DECLINE” or “CANCEL” or “BACK” or any similar option. If applicable, you may obtain a refund of the purchase price as follows:
- If you purchased a download, follow the instructions at www.avg.com/support and contact us with your refund request. The credit will be refunded into your bank account within thirty (30) days following your refund request. If you purchased the Software whereby the Initial Term is 30 days and each subsequent Renewal Term is limited to a 30 day period, you are only eligible to obtain the refund price relating to the Initial Term;
- If you purchased a download from Google Play website, please follow Google refund process outlined at the following website: http://support.google.com/googleplay/bin/answer.py?hl=en&answer=134336. AVG’s standard refund policy shall not apply in such circumstances.
- If you purchased the Software from a third party vendor, please contact your vendor with a refund request;
- If you purchased a Mobile Software product directly from AVG, please contact us via the contact form located within the Mobile Software itself with a refund request;
- For all other purchases, destroy all copies of the Software you may have made (including archival copies) and return the Software in its original package, along with your receipt, to the point of purchase.
AVG may change this Agreement at any time and may notify you about such change. You may be required to read and accept such changes of this Agreement to continue to use the Software. You are not required to accept these terms or any change or update of these terms but, unless and until you do, you will not be authorized to use the Software or the Services and the Software may not install or activate. Your continuing use of the Software constitutes your acceptance of any such change to this Agreement.
NOTICE: THE SOFTWARE MAY CONTAIN A “TIME OUT” FEATURE THAT WILL RENDER THE SOFTWARE INOPERATIVE AT THE END OF THE TERM (AS DEFINED BELOW).
1.1 “Authorized Purposes” means (i) personal, noncommercial use of Free Software and (ii) personal use or internal commercial use of other Software or Services.
1.2 “Affiliate” means, with respect to any party, an entity controlling, controlled by or under common control with the applicable party. “Control,” as used in this Section 1, means ownership of more than 50% of the outstanding voting interest of the applicable entity.
1.3 “Applicable Conditions” means the terms and conditions specified (i) in your order if you downloaded the Software in electronic form over the Internet, (ii) on the Software package if you purchased the Software on CD or other physical medium, or (iii) in the applicable standard terms and conditions for the Services. Applicable Conditions may include, without limitation, any terms or conditions specifying the duration of the Initial Term and the maximum number of Devices on which you are authorized to use the Software.
1.4 “AVG” means AVG Netherlands BV, a company formed under the laws of the Netherlands, and any other AVG Affiliates authorized to license applicable Software from time to time.
1.5 “Free Software” means Software provided to you without charge, including without limitation (i) Software provided for trial or evaluation purposes, or (ii) Software marked or otherwise designated as a “beta test” version of a Software, irrespective of whether payment has been made or (iii) any other Software or Service as made available by AVG as free Software or Services from time to time.
1.6 “Device” means any mobile phone, mobile device, tablet, mobile network appliance other mobile product or any personal computer running on an operating system supported by AVG as specified in the Applicable Conditions and in the Technical Specifications in respect of the Software.
1.7 “Feature” means AVG Do Not Track.
1.8 “Initial Term” means the period beginning on the date you acquired the Software and continuing for the term specified by the Applicable Conditions.
1.9 “Mobile Software” means the Software designated to be used on Devices excluding personal computers, and subject always to any exclusions or limitations set forth in the Applicable Conditions.
1.11. “Renewal Term” has the meaning ascribed to it by Section 3.1 of this Agreement.
1.12. “Services” means the services accompanying the Software or such other services purchased, provided for free, or requested by you in connection with the Software and which, as a result of such transaction, are provided by AVG.
1.13. “Software” means the relevant software product the use of which is subject to the terms and conditions of this Agreement (including but not limited to any Mobile Software and AVG Anti-Virus Free Edition for Linux).
1.14. “Technical Specifications” means the technical documentation applicable to the relevant Software, available at www.avg.com/technical-specifications.
1.15. “Term” means the Initial Term together with all Renewal Terms.
2. LICENSE GRANT; RELATED PROVISIONS.
2.1 Grant of License. AVG, subject to the terms and conditions of this Agreement, hereby grants you a non-exclusive and non-transferable license during the applicable Term to use the Software only in executable or object code form and to receive and to use the Services, as applicable, solely for Authorized Purposes in the specified quantity and in accordance with the Applicable Conditions and Technical Specifications. Without limiting the foregoing, (i) if you received the Software in combination with a Device, this license grants you to right to use the Software solely in conjunction with the applicable Device in accordance with the Applicable Conditions and Technical Specifications; and (ii) if you received the Software in combination with any other software or services, this license grants you the right to use the Software solely in conjunction with the applicable unit of software or the applicable services in accordance with the Applicable Conditions and Technical Specifications.
2.2 Use of Services. The Services will be governed by the Service Terms and Conditions which can be located at the applicable website. The terms and conditions covering provision of support Services are specified at www.avg.com/support and may be amended from time to time by AVG.
2.3 Limitations. You shall not, and shall not permit any third party to, (i) copy the Software for any purpose other than as reasonably necessary to use the same as contemplated by this Agreement and for un-installed/off-line copies for disaster recovery purposes, (ii) install the Software on more Devices than the specified quantity authorized by the Applicable Conditions and the Technical Specifications, (iii) use any license number supplied by AVG in connection with Software on more than one (1) Device at any time unless expressly authorized by AVG, (iv) disclose any license number to any party other than AVG or AVG designated representatives in order to obtain support services in respect of the Software, (v) publish or otherwise make available to third parties the Software or any license number or use the same other than for Authorized Purposes, (vi) except as expressly authorized by law, reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract the Software or any portion of the Software (including without limitation any related malware signatures and malware detection routines), (vii) except as expressly authorized by law, change, modify or otherwise alter the Software (including without limitation any related malware signatures and malware detection routines), (viii) resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense the Software and the Services (ix) grant any third party access to or use of the Software on a service bureau, timesharing, subscription service or application service provider or other similar basis, or (x) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the installation or use of copies of the Software, (xi) install the Software on any operating system not supported by AVG, or (xii) remove any copyright, trademark or other proprietary notices from the Software. ANY USE OF THE SOFTWARE OR THE SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED OR EXPRESSLY PROHIBITED BY THIS SECTION 2, CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
2.5 AVG Do Not Track.
(i). AVG may include the AVG Do Not Track Feature within the Software. The Feature allows you to identify websites that are tracking your online activities. In addition, you may elect whether you want to block such tracking activities or not, according to your privacy preferences. AVG shall not be responsible for the results of any changes to the settings of the Feature performed by you. You expressly agree that by default the Feature blocks certain websites from tracking your activities on the Internet. Should you object to such blocking, please change your preferences at any time via the Feature icon in your Internet browser. You expressly agree that some content of third party websites on the Internet may not be visible to you, if you keep the default setting of the Feature activated, or if you change your default settings to block all tracking activities. You expressly agree that not all tracking may be identified.
(ii). You agree that the Feature will only be functional in the following Internet browsers: Microsoft Internet Explorer, Mozilla Firefox and Google Chrome. In iOS and MAC OSX the feature will only be functional in the following Internet browsers: AVG Family Safety browser and AVG Safe browser.
(iii). You agree that the Feature may inform any tracking websites or website elements about your wish to block their activities. No further information is transmitted in such communication.
2.6 Updates. AVG, from time to time during the Term, may provide Updates to the Software. Updates will be deemed Software for all purposes under this Agreement. You agree that you must download and permit installation of Updates when available in order to obtain maximum benefit from the Software. As part of the software and service delivery process for the Software, you further agree that all or some portion of each Update may be installed automatically without any action on your part. In no event shall AVG have any obligation to provide you with Updates during the Term or following expiration or termination of the Term, and AVG in its sole discretion may terminate Updates for any version of the Software other than the most current version, or Updates supporting use of Software in connection with any versions of operating systems, email programs, browser programs and other software other than the most current version.
2.7 Customer Comments. AVG welcomes your comments concerning the Services and/or the Software, including notice that you have experienced a Software failure, error or other malfunction and suggestions for additional or different features and functions. Please send us your comments and suggestions using the web form located at www.avg.com/escalation-feedback-user. AVG shall have no obligation to respond or act on any such comments or suggestions, but you grant AVG a perpetual, transferrable, sublicensable, irrevocable, fully paid-up, royalty-free, worldwide right and license under your intellectual property rights (if any) to copy, modify, display, perform, retain, distribute and implement your comments and suggestions in the Software, the Services and other products and services offered by AVG, its Affiliates, and their respective licensors, licensees, successors and assigns.
2.8 Testing, Benchmarking. You shall not, and shall not permit any third party to, test or benchmark nor externally disclose or publish testing or benchmark results for any AVG Software without AVG prior written consent. Requests for authorization for testing or benchmarking can be directed through testing and benchmarking authorization section on the relevant AVG website.
3. RENEWALS, TERMINATION.
3.1 Renewals. AVG, prior to the conclusion of the applicable Term, may offer you the opportunity to extend the licenses granted by this Agreement at AVG then-current renewal price. You may accept any such offer by following the directions set forth in the offer, at which time the term of the Agreement will be extended for the applicable period (each, a “Renewal Term”).
3.2 Termination. AVG, in addition to such other rights as may be available at law in equity or otherwise, shall be entitled to terminate the license granted by this Agreement without liability (i) for convenience on five (5) days’ prior notice, provided that AVG, in its sole discretion, shall either refund to you the license fees you paid in respect of the unexpired portion of applicable Term of the Software license or Services, pro-rated over the applicable Term, or grant a license for a substantially similar product for the remainder of the Term, or (ii) for cause at any time without notice if you commit a breach of this Agreement.
3.3 Effect of Termination. On the expiration or termination of this Agreement, you shall cease using the Software or the Services, AVG may cease making Updates available to you, and the Software may cease functioning. Sections 1, 2.3, 3, 4, 5, 6, 7, 8, 9, 11, 12 will survive the expiration or termination of this Agreement.
4. ADDITIONAL TERMS.
You hereby agree that Software and the Services may contain links to certain Third Party Materials for which AVG is not responsible. You further agree and confirm that you have reviewed and accepted the Third Party Terms and Conditions, specific to the applicable Third Party Materials. AVG disclaims any liability or warranty in relation to any Third Party Materials and Third Party Terms and Conditions.
5.1 AVG reserves all rights in the Software and Services not expressly granted by this Agreement. All copyrights, trade marks and other conceivable intellectual property rights in and to the Software and Services (including, but not limited to, malware signatures and other data files, images appearing in the Software and screen displays as well as any and all documentation relating to the Software) are owned by AVG or its licensors, and are protected by United States and foreign copyright laws, international treaties and other applicable laws. Any copy of the Software you are permitted to create pursuant to this Agreement must contain the entire copyright notice and other notices included with the original copy of the Software.
5.2 Any trade names, trade marks, service marks, logos, domain names or other distinctive brand features used with, on or relating to any third party products or services including Third Party Materials ("Third Party Marks") available on or through the Software, or Services are the property of the third party providers or their respective licensors. Unless you have been expressly authorized in writing by such third party providers or their respective licensors, you will not use, and have no rights in, any Third Party Marks. You agree that you will not use any trade name, trade mark, service mark, logo, domain name, or other distinctive brand feature of any company, entity or organization in any manner that is likely or intended to cause confusion as to the owner or authorized user of such names, marks, logos or features. AVG disclaims any liability or warranty in relation to any Third Party Marks.
6.1 General. AVG represents that, on delivery of the Software and for a period of thirty (30) days thereafter (i) the medium (if any) on which the Software is delivered will be free of material defects, and (ii) subject to Section 6.3, the Software will perform substantially in accordance with the Technical Specifications, and (iii) the Services will be performed with due care and skill. The foregoing warranty applies only to the Software as originally delivered, and does not apply to Updates or defects caused by the combination, operation or use of the Software with software, hardware or other materials not licensed hereunder, and software, hardware or other materials that do not conform to AVG requirements set forth in the Technical Specifications or are not specifically licensed hereunder. Your sole and exclusive remedy for breach of the warranty in this Section 6.1 is replacement of the defective media or Software or, at AVG’s option, return of the Software for a full refund. In order to exercise your rights under this Section 6.1, you must uninstall and destroy all copies of the Software you may have made (including all archival copies), and (i) if you purchased the Software by download, contact us with your refund request through the www.avg.com/support website, or (ii) for all other purchases, return the Software in its original package, along with your receipt and with any documents required by the other vendors, to the point of purchase.
6.2 Free Software and Free Services. THE PROVISIONS OF THIS SECTION 6.2 APPLY IN PLACE OF SECTION 6.1 WITH RESPECT TO AVG FREE SOFTWARE AND FREE SERVICES. ALL AVG FREE SOFTWARE AND FREE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT SUPPORT OR OTHER SERVICES BY AVG. THE FOREGOING ALSO EXPLICITLY APPLIES FOR AVG ANTI-VIRUS FREE EDITION FOR LINUX.
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 6.1 OF THIS AGREEMENT, AVG DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, FEATURE AND/OR SERVICES, MEDIA AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, WHETHER GIVEN BY ANY THIRD PARTY LICENSORS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NONINFRINGEMENT. AVG DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE FEATURE WILL SUCCESSFULLY DETECT ANY TRACKING ACTIVITY OR THIRD PARTY WEBSITE AND/OR BLOCK SUCH ACTIVITY PARTIALLY OR IN FULL, THAT THE SOFTWARE WILL PROVIDE 100% PROTECTION OR THE INTEGRITY OF SELECTED DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. Some jurisdictions do not allow limitations on certain warranties, so the above limitations may not apply to you. You may have other rights that vary from jurisdiction to jurisdiction.
6.4 Hazardous Environments. You agree that the Software is not designed or licensed for use in hazardous environments, including without limitation operation of nuclear facilities, aircraft navigation systems, aircraft communication systems, air traffic control, life support or weapons systems and any other environment in which bodily injury or death could result from failure of or inability to use the Software. Without limiting the provisions of Sections 6.2 and 6.3 of this Agreement, AVG and its licensors hereby disclaim any express or implied warranties of fitness for such purposes or uses.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVG OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY, OR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) INCURRED FOR LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SOFTWARE INCLUDING THE SOFTWARE, COSTS OF PROCURING SUBTITUTE OR REPLACEMENT GOODS AND SERVICES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE AND/OR SERVICES PROVIDED HEREUNDER, EVEN IF AVG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVG WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION, INADVERTENT DISCLOSURE OR LOSS OF DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEMS REGARDLESS OF THE CAUSE. IN NO EVENT SHALL AVG LIABILITY RELATED TO THE SOFTWARE AND/OR SERVICES EXCEED THE LESSER OF (I) THE FEES YOU ACTUALLY PAID FOR THE SOFTWARE AND/OR SERVICES, AND (II) THE AVG SUGGESTED RETAIL PRICE FOR THE SOFTWARE AND/OR SERVICES AS OF THE DATE YOU RECEIVED IT (OR, WITH RESPECT TO FREE SOFTWARE OR SERVICES, US$5.00). THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to indemnify, defend and hold harmless AVG, its Affiliates and their respective directors, officers, employees and agents, licensors, representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Software or Services or any violation of this Agreement by you, including but not limited to any breach or alleged breach of any of your representations, warranties, obligations or undertakings hereunder. AVG reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with AVG in asserting any available defenses.
9. PRIVACY AND SECURITY.
9.3 Toolbar. The terms of this Section 9.3 apply to Software known as the AVG Security Toolbar, AVG SafeGuard Toolbar or any other AVG-supplied Internet browser, browser tool or add-on. BY PROCEEDING TO INSTALL THE TOOLBAR, YOU AGREE THAT, UPON ITS INSTALLATION, THE TOOLBAR WILL MODIFY VIA THE SETTINGS OF YOUR BROWSER THE “DNS ERROR PAGE” AND “ERROR 404 PAGE.” FURTHERMORE, ONCE INSTALLED, THE TOOLBAR MAY COMMUNICATE CERTAIN BASIC USAGE INFORMATION TO THE VENDOR OF THE TOOLBAR OR ITS REPRESENTATIVE (for example concerning the number of installations and unique users, IP addresses, search queries, the number of clicks which the Toolbar receives, the number of searches performed by users, etc.).
The information AVG and the Software and/or Services collect from your Device is utilized in product and security improvement, to transmit messages to your Device or to generate e-mail marketing. You may opt-out of e-mail marketing at any time by clicking the relevant link in the e-mail message or contact customer support at www.avg.com/support.
10. WINDOWS FIREWALL.
By accepting this Agreement you agree that the Software may during its installation disable the Windows firewall functionality and replace it with firewall functionality provided with the Software. Once you uninstall the Software, you will be prompted to activate the Windows firewall functionality. AVG strongly advises you to activate the Windows firewall functionality once the Software has been uninstalled.
By accepting this Agreement you understand and agree that AVG may perform an audit to determine whether your use of the Software complies with the terms of this Agreement. Such audit may be carried out either through the Internet, or on site, as AVG deems necessary. Should the audit reveal that you are in breach of this Agreement, AVG, in addition to such other rights that may be available at law, equity or otherwise, shall be entitled to exercise its rights under clauses 3 and 8 of this Agreement.
12.1 Notice. AVG may deliver any notice to you via pop-up window, dialog box or other means, even though you may not receive the notice unless and until you launch the Software and/or Services. Any such notice will be deemed delivered on the date AVG first makes it available through the Software and/or Services, irrespective of when you actually receive it.
12.2 U.S. Government License. Any Software and/or Services provided to the U.S. Government is provided with the commercial license rights and restrictions described elsewhere herein. AVG reserves all unpublished rights under the United States copyright laws.
12.4 Amendments, Waiver. Unless specified otherwise in this Agreement, this Agreement may not be modified or changed in whole or in part, in any manner. AVG failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
12.5 Severability. The parties desire and intend that all of the provisions of this Agreement be enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstances is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law. In any such case, the remaining terms of this Agreement or the application thereof to any person or circumstance, other than those that have been held illegal, invalid or unenforceable, will remain in full force and effect.
12.6 Governing Law. This Agreement will be governed by the laws of the State of Delaware. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The exclusive jurisdiction for any dispute will be state or federal courts sitting in the State of Delaware.
12.7 Export Controls. You agree that portions of the Software may be of U.S. origin. You agree to comply with all applicable U.S. and international laws governing export and re-export of the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. Without derogating from the generality of the foregoing, (i) you represent that you are not a member of any of the denied person list, unverified list, entity list, specially designated nationals list, debarred list or any other lists published by the US Department of Commerce, (ii) you shall not use, export or re-export the Software or Services to territories, destinations, companies or individuals subject to U.S. and E.U. embargos or trade sanctions, including without limitation, in the following countries: Cuba, Iran, North Korea, Sudan and Syria.
12.8 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of you and AVG and/or its Affiliates. No person not a party to this Agreement may bring a cause of action pursuant to this Agreement as a third party beneficiary hereof.
12.9 Language. This Agreement was originally prepared in the English language. Although AVG may provide one or more translations for your convenience, the English version will control in the case of any conflict or discrepancy. Customer support is available in the English language and AVG may possibly offer you Customer support in certain local languages.
12.10 Internet connection. You agree that certain Software may require an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection.
12.11 Product names. AVG reserves the right to change the name of its Software products in its sole discretion from time to time.
12.12 Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of AVG. AVG may assign this Agreement at any time in its sole discretion without any prior written consent from you.
12.13 Binding Arbitration Agreement And Class Action Waiver. This Binding Arbitration Agreement and Class Action Waiver applies to any dispute arising from or related to the Software involving you and AVG and/or its Affiliates. Dispute, for purposes of this provision, means any dispute, action, or other controversy regardless of the particular cause of action(s) asserted (i.e., it encompasses, among any other potential cause of action or legal basis, claims for breach of contract, fraud, and violation of statute or regulation). Dispute will be given the broadest possible meaning allowable under law.
In the event of a Dispute, you must provide AVG with a Notice of Dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by email to AVG at email@example.com (stating Subject: Section 12.13 Notice of Dispute Under EULA).
If you or AVG do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration governed by the United States Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator's award.
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You will not seek to have any Dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Any arbitration will be conducted by the American Arbitration Association (the "AAA") and will be subject to AAA's "Supplementary Procedures for Consumer Related Disputes" Effective September 15, 2005, and the associated "Costs of Arbitration (Including AAA Administrative Fees)" Effective March 1, 2013 (collectively, the "Consumer Procedures").You agree that those Consumer Procedures are appropriately applied to any Dispute, and you agree not to advocate otherwise in any proceeding. You agree to commence arbitration only in the county in which you reside. Such arbitration will be governed by the laws of the State of Delaware. AVG will pay the consumer cost specified in section (i) of "Costs of Arbitration (Including AAA Administrative Fees)" Effective March 1, 2013. AVG does not agree to bear any other consumer cost.
If this provision is found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then this provision will not apply to those parts. Instead, and only in that circumstance, those parts will be severed and will proceed in a court of law, subject to all other provisions of this agreement, in which case the governing law and exclusive jurisdiction for any such court proceeding shall be the state or federal courts sitting in the State of Delaware. For purposes of any such court proceeding, you consent to, and agree not to challenge, those courts' personal jurisdiction over you, and further waive objection based upon improper venue or forum non conveniens or to seek transfer to another district or jurisdiction. In any such court proceeding the Dispute shall be subject to Section 12.6 herein.