McAfee TechMaster Terms of Service

McAfee TechMaster Business Agreement

BY, ACCESSING, OR USING THE TECHMASTER SERVICE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, OR USE THE TECHMASTER SERVICE.

1. Definitions

  1. "Authorized Partner" means any of McAfee's distributors, resellers or other business partners.
  2. "Grant Letter" means a confirmation notice letter issued electronically by McAfee to you confirming the TechMaster Service entitlement purchased by you and also contains access details.
  3. "Documentation" means the Datasheet and product description on the McAfee website at www.mcafee.com/us/small-business/products/small-business-it-services/index.aspx.
  4. "McAfee" means (a) McAfee, Inc., a Delaware corporation, with offices located at 2821 Mission College Blvd., Santa Clara, California 95054, USA if the TechMaster Service is purchased in the United States, Mexico, Central America, South America, or the Caribbean; (b) McAfee Ireland Limited, with offices located at Building 2000, City Gate, Mahon, Cork, Ireland if the TechMaster Service is purchased in Canada, Europe, the Middle East, Africa, Asia (other than Japan), or Oceania; and (c) McAfee Co., Ltd. with offices located at Shibuya Mark City West Building 12-1, Dougenzaka 1-Chrome, Shibuya-ku, Tokyo 150-0043, Japan if the TechMaster Service is purchased in Japan.
  5. "Node" means any kind of device capable of processing data and includes any of the following types of computer devices: diskless workstations, personal computer workstations, networked computer workstations, homeworker/teleworker home-based systems, file and print servers, e-mail servers, Internet gateway devices, storage area network servers (SANS), terminal servers and portable workstations connected or connecting to the server(s) or network.
  6. The “TechMaster Service" consists of activities including system administration, system management and system monitoring that McAfee performs on McAfee systems with TechMaster Software for your benefit.
  7. "TechMaster Software" means the McAfee software program in object code format provided by McAfee or its Authorized Partners as part of the TechMaster Service, including Updates.
  8. "Subsidiary" refers to any entity controlled by you through greater than fifty percent (50%) ownership of the voting securities.
  9. "Support" or "Technical Support" means the support services offered by McAfee for the support and maintenance of the TechMaster Service. For the avoidance of doubt, the terms “Support” and “Technical Support,” as used in this document, exclude support services for other McAfee-brand software and McAfee-brand hardware.
  10. "Updates" means any and all improvements in the TechMaster Software which are made generally available to McAfee's customer base as a part of purchased TechMaster Service and which are not separately priced or marketed by McAfee.

2. Access to the TechMaster Service
Subject to the terms and conditions of this Agreement, McAfee hereby grants to you a non-exclusive, non-transferable right to receive the TechMaster Service detailed in the Grant Letter solely for your own internal business operations. You acknowledge that the TechMaster Service and all related information, including TechMaster Software, Updates and Documentation are proprietary to McAfee and its suppliers. You are not granted rights to Updates unless you have a current TechMaster Service subscription.

3. Copy and Use terms

  1. TechMaster Service entitlement.  The access to the TechMaster Service depends on the entitlement purchased (e.g. Nodes) and the Term, and is subject to the Product Entitlement Terms set forth at the end of this document or on the McAfee website on the applicable date of your Grant Letter.
  2. Product entitlement.  You acknowledge that your right to use any TechMaster Software under this Agreement is limited to the scope of the TechMaster Service and the Term. In the event any TechMaster Software is made available to you by McAfee as part of the TechMaster Service offering, you may download and install such TechMaster Software, but you must de-install and destroy all copies at the end of the Term.
  3. Multiple Nodes.   The total number of devices on which all versions of the TechMaster Software is installed may not exceed your product entitlement.
  4. Term.  The right to receive the TechMaster Service is effective for a limited time period ("Term") as set forth in the Grant Letter.
  5. Subsidiaries.  You may permit use of the TechMaster Service in accordance with the terms of this Agreement by a Subsidiary only for so long as such entity remains your Subsidiary. You shall be responsible and fully liable for each Subsidiary's compliance with or breach of the terms of this Agreement.
  6. General Restrictions.  You may not, nor allow any third party to: (i) decompile, disassemble, or reverse engineer the  TechMaster Service or TechMaster Software, except to the extent expressly permitted by applicable law, without McAfee's prior written consent; (ii) remove any product identification or proprietary rights notices of the TechMaster Service, TechMaster Software or Documentation; (iii) lease, lend, or use the TechMaster Service or any TechMaster Software that may be provided thereunder for timesharing or service bureau purposes; (iv) modify or create derivative works of the TechMaster Service or TechMaster Software that may be provided thereunder, or (v) otherwise use or copy the TechMaster Service or any TechMaster Software that may be provided thereunder except as expressly provided herein.
  7. Fair Use Policy. McAfee reserves the right to cancel your subscription or reduce the level of service offered at its reasonable discretion in the event of extreme cases of abuse or misuse.

4. Your supply of Data for the TechMaster Service

  1. You will provide McAfee with contact information regarding your sufficiently authorized system administrator and any other information and assistance required reasonably by McAfee to supply the TechMaster Service.
    You retain all rights in the data you supply to McAfee for the purposes of using the TechMaster Service and you hereby confirm that (i) you have the legal rights and applicable consents to provide such data to McAfee, (ii) that you comply with all applicable laws for transferring such data and (iii) you retain adequate back-ups of such data. You will indemnify McAfee against the costs of investigating and defending any claim brought by a third party in relation to the data you supply to McAfee under this Agreement. You acknowledge that the data you supply under this Agreement may be transferred, stored or accessed by McAfee or entities within the McAfee group of companies or McAfee's subcontractors outside the country from which you supply it.
  2. McAfee recognizes that the data residing in the service environment constitutes your confidential information. McAfee may use such confidential information only to the extent necessary to perform its obligations under this Agreement. McAfee may use cookies to store user session information, access codes, and application settings to ease site navigation processes.
  3. For a period of 60 days after the end of the Term, you have the right to retrieve the data you have supplied to McAfee under this Agreement. You acknowledge that, thereafter any data you have supplied to McAfee under this agreement shall be deleted by McAfee.

5. Your Responsibilities

  1. You agree to: 1) follow the procedures and fulfill the requirements that McAfee provides for the TechMaster Services; 2) work with the TechMaster Service Agent performing routines they specify; 3) backup your computer hard and/or other storage devices you may have before your session with the TechMaster Service Agent begins; 4) be responsible for any loss, alteration or corruption of your data, software or files; 5) ensure your computer meets all requirements and specifications required for each hardware or software application installed; 6) provide the TechMaster Service Agent with required passwords and key codes; 7) ensure that you have all legal rights, including copyrights for all software and other files on your computer; 8) assume responsibility for problem resolution due to third party hardware and software compatibility issues; and 9) indemnify McAfee and its subcontractors, from and against any and all liabilities, damages, claims or proceedings arising out of your failure to comply with the items listed above.


6. Scope of Services

  1. You acknowledge that in the course of providing the TechMaster Service McAfee may determine that the issue is beyond the scope of the TechMaster Service. You acknowledge that McAfee may not be able to solve your particular problem. You acknowledge that not all spyware, malware or virus can be successfully removed, and that such removal or removal attempts may impact the performance of other software programs on your system.  McAfee does not guarantee or warrant that any or all spyware, malware or virus will be or can be removed, and McAfee does not guarantee or warrant that any spyware, malware or virus removal or removal attempt will not impact the performance of other programs on your system.

7. Limited TechMaster Warranty and Disclaimer

  1. Limited Warranty.  McAfee warrants that the TechMaster Service will conform to the Datasheet and product description on the McAfee website www.mcafee.com/us/small-business/products/small-business-it-services/index.aspx and be provided in a manner consistent with generally accepted industry standards.
  2. Exclusions  The preceding warranty will not apply if: (i) the TechMaster Service is not used in accordance with this Agreement or the Documentation; (ii) the TechMaster Service or any part thereof has been modified by any entity other than McAfee; or (iii) a malfunction in the TechMaster Service has been caused by any equipment or software not supplied by McAfee.
  3. Disclaimer  TO THE EXTENT PERMITTED BY LAW MCAFEE'S (INCLUDING ITS SUPPLIERS') SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE ABOVE WARRANTY SHALL BE LIMITED TO RE-PERFORMANCE OF THE TECHMASTER SERVICE, PROVIDED YOU NOTIFY MCAFEE WITHIN TEN (10) DAYS OF ITS FAILURE TO PROVIDE THE SERVICE IN ACCORDANCE WITH SUBSECTION A ABOVE, UNLESS, IN MCAFEE'S OPINION, SUCH RE-PERFORMANCE WOULD BE INADEQUATE OR IMPRACTICAL, THEN YOU WILL HAVE THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICE AND REQUEST A REFUND OF THE UNUSED PORTION OF THE FEES PAID BY YOU FOR THE SERVICE. MCAFEE DOES NOT WARRANT THAT THE PROVISION OF SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. MCAFEE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, INTERCEPTIONS OR DATA LOSSES CAUSED BY THE TRANSFER OF DATA OVER THE INTERNET OR OTHER COMMUNICATIONS NETWORKS. MCAFEE (INCLUDING ITS SUPPLIERS) DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
  4. High Risk Activities.  The service is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the service could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). MCAFEE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

8. Limitation of Remedies and Damages
Regardless of the basis of recovery claimed, whether under contract, negligence, strict liability or other theory, McAfee and its suppliers' aggregate liability with respect to any and all subject matter of this Agreement or any attachment or order placed under its terms will be limited to (A) the indemnification referred to in Section 8 below, (B) bodily injury (including death) and damage to real and tangible personal property, and (C) the amount of any other direct damages or loss up to the amount of the annual fee paid by you for the service giving rise to the liability. MCAFEE AND ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL NOT BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; LOSS OF PROFITS; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; ANY MATTER BEYOND ITS REASONABLE CONTROL; AND ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES , EVEN IF MCAFEE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Intellectual Property Indemnity

  1. Third party claims.  McAfee shall defend and hold you harmless from any claim by a third party that the TechMaster Service infringes any patent, copyright or trade secret of that third party, provided: (i) McAfee is notified promptly, and in any event no later than within 14 days upon your receipt of notice of the claim; (ii) McAfee receives reasonable cooperation from you necessary to perform McAfee's obligations hereunder; and (iii) McAfee has sole control over the defense and all negotiations for a settlement or compromise of the claim. The foregoing obligation of McAfee does not apply with respect to service or portions or components thereof: (i) not supplied by McAfee; (ii) used in a manner not expressly authorized by this Agreement or the relevant Documentation (iii) made in accordance with your specifications; (iv) modified by anyone other than McAfee, if the alleged infringement relates to such modification; (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination; or (vi) where you continue the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.
  2. Remedy and Liability.  In the event the service is held by a court of competent jurisdiction to constitute an infringement or use of the service is enjoined, McAfee shall, at its sole option, do one of the following: (i) procure for you the right to continue use of the service; (ii) provide a modification to the service so that its use becomes non-infringing; (iii) replace the service with a service which is substantially similar in functionality and performance; or (iv) if none of the foregoing alternatives is reasonably available to McAfee, McAfee shall refund the pro-rata unused portion of the service. This Section 8 states McAfee's sole liability and your exclusive remedy for intellectual property infringement claims.

10. Termination
McAfee may terminate or suspend the TechMaster Service in the event you materially breach the terms of this Agreement and you fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination you must cease to access the service and return or destroy any copies of the TechMaster Software and Documentation supplied under this Agreement.

11. Additional Terms

  1. "Free" or "Open Source" Software. The service may include programs or code that is licensed under an Open Source Software ("OSS") license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.

12. Notice to United States Government End Users
The TechMaster Service, TechMaster Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the TechMaster Service, TechMaster Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

13. Privacy
By entering into this Agreement, you agree that McAfee may collect, retain and use personally identifiable data including contact person(s) name, address, e-mail address and payment details. Such personally identifiable information will be used primarily to provide services and product functionality to you either by McAfee or its contractors or business partners. McAfee may also use your personal information for additional communication with you subject to applicable laws. By entering into this Agreement, you agree to the transfer of your personal information to McAfee offices for the purposes stated above. For more detailed information on the collection, use and transfer of your personal information, please read the McAfee privacy policy on the McAfee web site (http://www.mcafee.com/common/privacy/english/index.htm).

14. Audit
McAfee may, at its expense, upon reasonable prior written notice to you and during standard business hours, audit customer with respect to its compliance with the terms of this Agreement no more than once per year. Customer understands and acknowledges that McAfee utilizes a number of methods to verify and support the TechMaster Service use by its customers. These methods may include technological features of the Software that prevent unauthorized use and provide Software deployment verification. Upon reasonable request, customer will provide a system generated report verifying customer's service deployment, such request to occur no more than two (2) times per year. McAfee will not unreasonably interfere with the conduct of your business.

15. Export Controls
The TechMaster Service, TechMaster Software and its related Documentation, including technical data, may not be exported or re-exported in violation of the U.S. Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which the TechMaster Service was obtained. Export to any individual, entity, or country specifically designated by applicable law is strictly prohibited.

16. Governing Law
This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of New York, if you purchased the TechMaster Service in the United States, Mexico, Central America, South America, or the Caribbean; (b) in the Republic of Ireland, if you purchased the TechMaster Service in Canada, Europe, Middle East, Africa, Asia (other than Japan), or the region commonly referred to as Oceania; and (c) in Japan if you purchased the TechMaster Service in Japan. If you purchased the TechMaster Service in any other country, then the substantive laws of the Republic of Ireland shall apply, unless another local law is required to be applied. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The United States District Court for the Southern District of New York, when New York law applies, the courts of the Republic of Ireland, when the law of Ireland applies, the courts of Brazil when Brazilian law applies, the courts of Japan when Japanese law applies, and the courts of China when Chinese law applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement.

17. Miscellaneous

  1. Except for actions for nonpayment or breach of McAfee's proprietary rights in the TechMaster Service, TechMaster Software and Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than 2 years after a party knew or should have known of the claim.
  2. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
  3. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties, and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. If you issue an order to an Authorized Partner or to McAfee and the terms and conditions of the order conflict with the terms and conditions of a) this Agreement or b) of the Grant Letter, then the terms and conditions specified in this Agreement and in the Grant Letter shall control. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of McAfee. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by McAfee. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.