Proofpoint ET Pro – End-User License Agreement (EULA)

This Data License Agreement ("Agreement") applies to all Subscriptions of Proofpoint, Inc. ("Proofpoint") purchased by the End-User from either Proofpoint or an Authorized Party. By downloading, installing, or using any Subscription, the End-User agrees to the terms herein.

1. Definitions

Definitions of terms such as "Authorized Party", "Compilation", "Third Party", "Person", and "Subscription" are included to clarify the parties and components governed by this Agreement.

2. Limited Grant

Proofpoint grants a non-transferable, non-exclusive license to use the Subscriptions in accordance with the terms of this Agreement and the corresponding purchase order.

3. Limitations on License; Restricted Activities

The End-User is prohibited from redistributing, sublicensing, modifying, or reverse engineering the Subscriptions. Any unauthorized activity shall be considered a breach.

4. Reproduction Obligations

All authorized copies of the Subscriptions must include copyright notices, disclaimers, and references to this Agreement.

5. Termination

This Agreement remains effective while the Subscription is active. It terminates upon breach, and all copies must be destroyed immediately.

6. Fees; Term

Subscriptions are non-refundable after activation or renewal. All terms must be honored as agreed upon in the purchase order or electronic subscription.

7. Automatic Renewal

Subscriptions purchased directly from Proofpoint will automatically renew unless canceled before expiration. Renewal pricing and terms may vary.

8. Modifications; Derivative Works; Distribution

All modifications or derivative works are governed by this Agreement. Proofpoint retains all rights not expressly granted.

9. Inability to Comply Due to Statute or Regulation

If legal constraints limit compliance, the End-User must notify Proofpoint and comply to the maximum extent possible.

10. Disclaimer of Warranty

The Subscriptions are provided "AS IS" without warranties of any kind. The End-User assumes all risks associated with their use.

11. Limitation of Liability

Proofpoint is not liable for indirect or consequential damages. Liability is limited to the amount received for the Subscription during the prior term.

12. Termination (Breach)

If the End-User breaches this Agreement and fails to cure the breach within 30 days, Proofpoint may terminate access to the Subscription.

13. Monitoring

Proofpoint may monitor usage of its servers and Subscriptions. Use of the Subscriptions implies consent to such monitoring.

14. Versions of the Agreement

Proofpoint may update this Agreement. Continued use of Subscriptions implies acceptance of the new terms.

15. Notices

All notices must be provided in writing. Proofpoint's contact details are included in this section.

16. Assignment

The End-User may not assign this Agreement without Proofpoint's written consent. Proofpoint may assign its rights freely.

17. Governing Law

This Agreement is governed by California law. Disputes shall be resolved in courts located in Santa Clara County, California.

18. Counterparts

This Agreement may be executed electronically and in counterparts. All such counterparts together constitute one agreement.