Parallels End-User License Agreement
THIS END-USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL CONTRACT BETWEEN YOU, AS EITHER AN INDIVIDUAL OR AN ENTITY (AS DEFINED BELOW), AND PARALLELS INTERNATIONAL GMBH (“PARALLELS”) AND ITS AFFILIATES AND SUBSIDIARIES.
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING PARALLELS’ PROPRIETARY SOFTWARE, INCLUDING PARALLEL’S SOFTWARE AS A SERVICE OFFERINGS, ACCOMPANIED BY THIS AGREEMENT (THE “SOFTWARE”).
THE SOFTWARE IS LICENSED, NOT SOLD. BY COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION, OR AN AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF A GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.
IF YOU ACQUIRED THE SOFTWARE FROM A THIRD-PARTY RESELLER, YOU ACKNOWLEGDE AND AGREE THAT SUCH THIRD PARTY IS NOT RESPONSIBLE FOR PROVIDING ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE SOFTWARE.
IF AT ANY TIME YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE “I DO NOT ACCEPT” OR SIMILAR BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS (IF APPLICABLE), IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE, AND DELETE ANY COPIES YOU MAY HAVE. THIS AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND PARALLELS CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH PARALLELS RELATING TO THE SOFTWARE, WHETHER ORALLY OR IN WRITING.
1. License Grants.
The licenses granted to you in this Agreement will vary based on the particular Software product that you have chosen and the type of license for which you have subscribed. For purposes of this Agreement, the “Software” does not include any Third-Party Software (as defined below) that is included with the Parallels proprietary software, but does include any updates, enhancements, modifications, revisions, or additions to the Software that Parallels may make available to you. Notwithstanding the foregoing, Parallels shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.
1.1. On Premises Production Software.
If you have purchased a license to install and use the Software on premises and for production purposes, then subject to your full and ongoing compliance with the terms and conditions of this Agreement, including compliance with any applicable Product Specific Terms set forth in Exhibit A attached hereto (“Product-Specific Terms”), Parallels grants you, during the Term, a limited, nonexclusive, nontransferable (except as set forth in Section 12.6 below), non-sublicensable, revocable license to install and execute, on Authorized Devices, the number of copies of the Software that you have licensed, solely in machine-readable, object code form and solely in accordance with the user manuals for the Software (the “Documentation). Unless otherwise limited by the Product-Specific Terms, for purposes of this Agreement, “Authorized Device” means a computer owned, leased, or otherwise controlled by you.
1.2. Software as a Service.
If you have purchased a license to use Software that is hosted by Parallels and provided as a software-as-a-service offering (a “SaaS Offering”), then subject to your full and ongoing compliance with the terms and conditions of this Agreement, including compliance with any applicable Product-Specific Terms set forth in Exhibit A, Parallels grants you, during the Term, a limited, nonexclusive, nontransferable (except as set forth in Section 12.6 below), non-sublicensable, revocable license to access and use the SaaS Offering for your own internal business purposes, solely for the number of users for which you have subscribed and solely in accordance with the Documentation.
(a) You agree to: (1) protect your SaaS Offering password, and the devices you use to access, that are accessed by, or that are used through the SaaS Offering and SaaS Offering account from all unauthorized use; and (2) be solely responsible for creating backup files of all data accessed by or used through the SaaS Offering and you further agree that Parallels is not liable for any damages relating to lost, corrupted, or damaged data.
(b) You agree not to: (1) use the SaaS Offering in a way that violates any applicable laws or regulations; (2) distribute viruses or other harmful or malicious computer code via the SaaS Offering; (3) engage in any conduct that disrupts or impedes the SaaS Offering; (4) engage in "screen scraping", "database scraping", "data mining", or any other activity with the purpose of obtaining lists of users or other information from the SaaS Offering or that uses web “bots” or similar data gathering or extraction methods; (5) use the SaaS Offering for purposes for which it not designed/intended, e.g. sending unsolicited advertisements (SPAM).
(c) Parallels can suspend your access to the SaaS Offering if, in its sole discretion, Parallels believes: (1) there is risk to the security or privacy of your account (or to the security or privacy of another customer's account); (2) there is a threat to the security or integrity of Parallels’ network or the SaaS Offering; or (3) suspension is needed to protect the rights, property, or safety of Parallels, its users, or the public or is required by law.
1.3. Not for Resale Software.
If the license key, media, or copy of the Software that you receive is labeled "Not for Resale (NFR)," then, notwithstanding any term to the contrary in this Agreement, the License set forth in Section 1.1 is limited to use for demonstration, test, or evaluation purposes in support, and not for any other purpose, including without limitation customer training or production purposes. Note that NFR keys can be disabled by Parallels at any time in our sole discretion.
1.4. Evaluation Software.
If you have obtained a “trial” or “evaluation” version of the Software, the license set forth in Section 1.1 is limited to installation and use in non-production environments, solely to evaluate the suitability of the Software for your needs. The license term is limited to the time period set forth in your applicable ordering documentation (the "Trial Period") and your rights to use the Software will terminate upon the expiration of such Trial Period. Upon the expiration of the Trial Period, you will be required to either (i) purchase a license to use the Software in a production environment; or (ii) cease all use of the Software and destroy all copies of the Software, Documentation, and activation keys (if any) in your possession or control.
1.5. Reservation of Rights.
Except as expressly granted in this Agreement, there are no other licenses granted to you, express, implied, or by way of estoppel. All rights not granted in this Agreement are reserved by Parallels.
2. Restrictions and Scope of Use.
2.1. Copies and Modifications.
You shall not, directly or indirectly, or permit any end user or other third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software or any license keys you have obtained; (b) modify, translate, adapt, or create derivative works of the Software, Documentation, or any license keys that you have obtained in any way (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Parallels and provide Parallels an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Software or any copy thereof; (d) use the Software for timesharing purposes or otherwise for the benefit of any person or entity; (e) remove any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection device included with the Software; (f) use the Software for any purpose other than its intended purpose; or (g) attempt to gain unauthorized access to any SaaS Offering or any service provided by Parallels or its related systems or networks.
However, notwithstanding the limitations stipulated in 2.1 c) above, You are explicitly free to sell or resell the Software if the Software has been placed on either the EU or EEA market with Parallels’ consent and to the extent that Parallels’ copyright is exhausted. For Software acquired by download, this is the case only if all of the following conditions are met:
2.1.1. Previously the Software was lawfully traded by Parallels itself or with the approval of Parallels. This is the case only when Parallels has given its approval to download a copy of the Software in return for payment of a fee designed to compensate Parallels for the economic value of the copy of the software.
2.1.2. You make each individual copy of the Software useless in case of resale.
2.1.3. You provide the purchaser the information necessary to determine the extent of proper use.
Should You not be the lawful first buyer of (the rights to) the Software, but rather have purchased used Software, You are only entitled to use the Software to the extent You have lawfully acquired the Software. Your rights to the Software are defined and restricted by the terms and conditions of this EULA.
2.2. Country-Specific Terms and Restrictions.
Depending on the country in which you are located, additional terms and restrictions may apply, as set forth in Exhibit B (the “Country-Specific Terms”) attached hereto.
2.3. Third Party Software.
The Software may include various third-party software components or software services ("Third-Party Software" and together with the Software, the “Package”), which are provided under separate license terms (the "Third-Party Terms"), as detailed in the Third Party Licensing Information document (https://www.parallels.com/about/legal/licensing/). You are permitted to use the Third-Party Software in conjunction with the Software, provided that such use is consistent with the terms of this Agreement and the license agreements applicable to such Third-Party Software. You may have broader rights to use the Third-Party Software under the applicable Third-Party Terms. Nothing in this Agreement is intended to impose further restrictions on your use of the Third-Party Software in accordance with any Third-Party Terms. The Software may also enable interoperation with certain other third-party operating systems and applications. Parallels does not provide you with any such third-party licenses and it is solely your responsibility to obtain all necessary software licenses from respective vendors.
3. CUSTOMER OBLIGATIONS.
3.1. Your System and Networks.
You are responsible for (a) obtaining, deploying, and maintaining all computer hardware, software, modems, routers, and other communications equipment necessary for you and your users to install and use the Software; (b) contracting with third-party ISPs, telecommunications, and other service providers for any required internet or telecommunication services; and (c) paying all third-party fees and access charges incurred in connection with the foregoing. Parallels shall not be responsible for supplying any hardware, software, or other equipment to you under this Agreement.
3.2. Security of License Keys.
If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify Parallels of such occurrence. A replacement license will be issued to you and the suspect license will be invalidated.
3.3. Accuracy of Your Contact Information; Email Notice.
You agree to provide accurate, current, and complete information as necessary for Parallels to communicate with you from time to time regarding the Software, to issue invoices or accept payment, or to contact you for related purposes. You agree to keep your account information current and inform Parallels of any changes in your legal business name, address, email address and phone number. You agree to accept emails from Parallels for all communications made in connection with this Agreement.
3.4. Compliance with Laws.
You agree to use the Software in compliance with all applicable laws, including local laws of the country or region in which you reside, and in compliance with all applicable export laws and regulations. You shall not use the Software for any purpose prohibited by applicable law.
4. Support and Maintenance Services; Updates; Upgrades.
Parallels may also offer support and/or maintenance services for certain products under the terms of a separate agreement. If you purchase Parallels support and/or maintenance services with the Software, such services will be provided to you pursuant to the terms and conditions of that separate agreement. You acknowledge that Parallels has no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this Agreement does not give you any rights in or to any of the foregoing. Any updates or upgrades that Parallels provides to you as part of any support and/or maintenance services are considered part of the Software and are subject to the terms and conditions of this Agreement. Parallels reserves all rights to amend, modify, suspend, or terminate Parallels support and/or maintenance policies at any time and from time to time.
5. Intellectual Property and Confidentiality.
5.1. Proprietary Rights to Software and Trademarks.
You acknowledge that the Software and the Documentation are proprietary to Parallels, and the Software and Documentation are protected under copyright, patent, trademark, and trade secret laws of the United States and other jurisdictions. You further acknowledge and agree that, as between you and Parallels, Parallels owns and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights. Any and all trademarks or service marks that Parallels uses in connection with the Software or with services rendered by Parallels are marks owned by Parallels. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or create designs that are confusingly similar to such marks.
5.2. Parallels’ Right to Use Data.
Our use of personal data and our use of cookies are described in full in our Privacy Policy and Cookies Policy. You agree that Parallels may collect and use data and related information—including but not limited to technical information about your device, system and application software, and peripherals—related to your use of the Software, and may use this information to provide services to you and to operate, provide, improve, and develop our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, and for the other purposes described in this Agreement, the Privacy Policy, and the Cookies Policy.
5.3. Confidentiality.
(a) For purposes of this Agreement, “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical, or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the information disclosed or received and circumstances surrounding the disclosure or receipt should reasonably be understood to be confidential and proprietary information, including but not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial, and product development information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to confidential information disclosed hereunder.
(b) Neither party will use any Confidential Information of the other party except as expressly permitted by this Agreement or as expressly authorized in writing by the Disclosing Party. The Receiving Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a commercially reasonable standard of care. The Receiving Party may not disclose the Disclosing Party’s Confidential Information to any person or entity other than to those of its employees and contractors who need access to such Confidential Information solely for the purpose of fulfilling the Receiving Party’s obligations or exercising that party’s rights hereunder and are subject to confidentiality obligations no less stringent than those provided herein. The foregoing obligations will not restrict the Receiving Party from disclosing Confidential Information of the Disclosing Party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party required to make such a disclosure gives reasonable notice to the Disclosing Party prior to such disclosure, to the extent such notice is legally permissible; and (2) on a confidential basis to its legal and financial advisors, accountants, and auditors. Each party shall be responsible for any failure by any other person or entity to which it discloses the Disclosing Party’s Confidential Information to comply with the terms of this Section 5.3 and shall promptly notify the Disclosing Party of any such failure. Parallels may identify Licensee in its customer lists in online and print marketing materials.
6. License Fees.
6.1. Fees; Due Date.
You agree to pay all amounts due to Parallels using one of the payment methods supported by Parallels. Except as otherwise specified in this Agreement, (a) fees are quoted and payable in United States dollars, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) subscription fees for term-based licenses are paid in advance. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
6.2. Payment, Invoices, and Interest.
Parallels may charge the payment method you provide or may invoice you for applicable charges on the Effective Date or thereafter for any and all unpaid fees. All invoices are payable net thirty (30) days after the due date. Without limiting any other remedies, payments received later than thirty (30) days after the invoice due date will accrue late charges at a rate of one percent (1.0%) per month, or the maximum rate allowed under law, whichever is lower, measured from the date such payment was due until the date paid.
6.3. Taxes.
You shall pay, in addition to the license fees required under this Agreement, all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Parallels. You shall reimburse Parallels for the amount of any such taxes or duties paid or incurred directly by Parallels as a result of this transaction, and you agree that Parallels may charge any such reimbursable taxes to the payment method you used for your initial payment.
7. Term and Termination.
7.1. Term.
This Agreement is effective upon your acceptance hereof, or upon your downloading, installing, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the “Term”).
7.2. Termination.
(a) Term-based licenses automatically terminate upon the expiration of the prepaid term, unless you have paid all applicable fees to extend the term prior to the expiration of the prepaid term. You agree that in any such case Parallels may remotely disable the Software. For your convenience, Parallels may, but has no obligation to, provide license expiration warnings in the product interface. It is your responsibility to contact Parallels regarding any potential expiration that you deem inappropriate. Parallels shall not be liable for any damages or costs incurred in connection with the expired licenses.
(b) Either party may immediately terminate this Agreement and the licenses granted hereunder if the other party (1) becomes insolvent and becomes unwilling or unable to meet its obligations under this Agreement, (2) files a petition in bankruptcy, (3) is subject to the filing of an involuntary petition for bankruptcy which is not rescinded within a period of forty-five (45) days, (4) fails to cure a material breach of any material term or condition of this Agreement within ten (10) days after receipt of written notice specifying such breach, or (5) materially breaches its obligations of confidentiality hereunder.
(c) You may terminate this License Agreement at any time by providing written notice of your decision to terminate the Agreement to Parallels and ceasing use of the Software and Documentation.
(d) This Agreement shall terminate immediately upon the termination of your underlying Parallels account.
7.3. Effects of Termination.
Upon any termination or expiration of the Agreement for any reason, you agree to uninstall the Software and either return to Parallels the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to Parallels. For the avoidance of doubt, you are not entitled to any refund of prepaid, unused fees on termination of this Agreement for any reason.
7.4. Survival.
Articles 3, 5, 6, 8, 9, 10, 11 and 12 and Sections 2.1, 2.3, 7.3, and 7.4 shall survive the termination or expiration of this Agreement.
8. Audit Rights.
For Business/Enterprise products: during the Term and for two (2) years after termination or expiration of this Agreement, you agree to maintain complete and accurate books and records in connection with your use of the Software and Documentation, in sufficient detail to permit Parallels to verify your compliance with the terms and conditions of this Agreement. Parallels and/or its agents may audit, upon written notice to you, such books and records, and your computing devices, as may be necessary to determine your compliance with this Agreement and your payment of the applicable license fees, if any, for the Software. In the event that any such audit reveals an underpayment by you, you shall promptly reimburse Parallels in the amount of the underpayment, plus interest calculated in accordance with Section 6.2. In addition, in the event that any such audit reveals an underpayment by you of five percent (5%) or more of the license fees due to Parallels in the period being audited, then, in addition to any other rights and remedies Parallels may have, you will promptly pay to Parallels the cost of the audit.
9. Indemnification.
You will, at your own expense, indemnify and hold Parallels, and all of our officers, directors, and employees (collectively, the “Indemnified Parties”), harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of or related to (a) your use or alleged use of the Package or Documentation or any component thereof other than as permitted under this Agreement or applicable Third-Party Terms; (b) arising out of or relating to any violation of Article 1 or Section 2.1, or (c) any violation of applicable laws. You shall pay all damages, costs, and expenses, including attorneys’ fees and costs (whether by settlement or award of a final judicial judgment) incurred by the Indemnified Parties from any such Claim. In no event shall you settle any claim without Parallels’ prior written approval. Parallels may, at its own expense, engage separate counsel to advise Parallels regarding any Claim and to participate in the defense of such Claim, subject to your right to control the defense and settlement.
10. Limited Warranty; Disclaimer; Limitation of Liability.
10.1. Limited Warranty.
If you obtained the Software on physical media (such as USB disk drive, CD or DVD), then Parallels warrants for a period of ninety (90) days from the date of purchase (the "Warranty Period") that the media on which the Software is delivered will be free from defects in material and workmanship. Parallels will replace the defective media during the Warranty Period at no additional cost to you.
10.2. WARRANTY DISCLAIMER.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY GRANTED TO YOU IN SECTION 10.1, THE PACKAGE AND DOCUMENTATION ARE LICENSED “AS IS,” AND PARALLELS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARALLELS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD-PARTY SOFTWARE, AND DOES NOT WARRANT THAT THE PACKAGE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PACKAGE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE PACKAGE WILL BE CORRECTED, THAT THE PACKAGE WILL BE COMPATIBLE WITH FUTURE PARALLELS’ PRODUCTS, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE PACKAGE WILL NOT BE LOST, CORRUPTED OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PACKAGE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PACKAGE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PACKAGE. NO AGENT OF PARALLELS IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF PARALLELS AS SET FORTH HEREIN.
10.3. LIMITATION OF LIABILITY.
IN NO EVENT SHALL PARALLELS BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF PARALLELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PARALLELS’ TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.4. CERTAIN LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS ARTICLE 10 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
11. Additional Terms for Mobile Applications.
11.1. Additional Terms for iOS Applications.
The following additional terms and conditions apply with respect to any Software that Parallels provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
You acknowledge that this Agreement is between you and Parallels only, and not with Apple, Inc. (“Apple”).
Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
Parallels, and not Apple, is solely responsible for the iOS App and the services and content available on the iOS App. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
You agree that Parallels, and not Apple, is responsible for addressing any claims by you or any third party relating to the iOS App or your possession or use of the iOS App, including, but not limited to: (i) product liability claims, (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation, and all of these claims are governed solely by this Agreement and any law applicable to Parallels as the provider of the iOS App.
You agree that Parallels, and not Apple, will be responsible, to the extent required by this Agreement, for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your license of the iOS App as a third-party beneficiary of this Agreement.
11.2. Additional Terms for Android Applications.
The following additional terms and conditions apply with respect to any Software that Parallels provides to you designed for use on an Android-powered mobile device (an “Android App”):
You acknowledge that this Agreement is between you and Parallels only, and not with Google, Inc. (“Google”).
Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.
Google is only a provider of the Android market where you obtained the Android App. Parallels, and not Google, is solely responsible for the Android App and the services and content available on the Android App. Google has no obligation or liability to you with respect to the Android App or this Agreement.
You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to the Android App.
12. General Terms.
12.1. Feedback.
If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Parallels, whether by letter, email, telephone, or otherwise (“Feedback”), all such submissions are made on a non-confidential basis and Parallels has no obligation to review, consider, or implement such Feedback, and you shall grant herewith to Parallels and its successors and assigns (the “Parallels Licensees”) an exclusive, transferable, worldwide, royalty-free, fully-paid-up license (including the right to sublicense) to use, reproduce, modify, disclose, and otherwise exploit such Feedback as the Parallels Licensees may determine in their sole discretion without any compensation or attribution. You waive and agree not to assert any so-called “moral rights” you may have in the Feedback, and you understand and agree that the Parallels Licensees are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
12.2. Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the United States’ State of Washington, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction’s laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
12.3. Assignment of Rights.
You will not sublicense, lease, rent, or lend your rights in the on premises Software and/or SaaS Offering, Documentation, or license keys without prior written consent of Parallels, except that you may transfer this Agreement in full in connection with the sale of all or substantially all of the assets related to the entity that is a party to this Agreement, provided that the assignee assumes all of your obligations hereunder, and the licenses granted hereunder will only extend to use of the on-premises Software and/or SaaS Offering on the Authorized Device on which the on-premises Software was installed or accessed immediately prior to the assignment if using the SaaS Offering. Parallels may assign this Agreement without limitation. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
12.4. Severability.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.
12.5. Headings.
The Article and Section headings contained in this Agreement are included for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
12.6. No Waiver.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
12.7. Amendment.
Parallels reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of this Agreement on www.parallels.com; provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. Parallels will notify you of any updates to this Agreement via email sent to your address on file. Your continued use of the Software after such notification will signify your assent to and acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then it is your responsibility to cease all use of the Software and terminate this Agreement pursuant to Article 7.
12.8. Export Controls.
You may not use, export, re-export, import, sell or transfer the Software except as permitted by United States (U.S.) law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge that the Software may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Parallels as well as end-user, end-use, and destination restrictions imposed by U.S. and/or foreign governments. You also agree that you will not use the Software for any purposes prohibited by U.S. law, including, without limitation, the development, design, manufacture, or production of nuclear missiles, or chemical or biological weapons.
12.9. United States Government Use Rights.
The Software and any related technical data, including manuals and Documentation, are commercial as defined in the Federal Acquisition Regulation (FAR) at 2.101. If the Software is acquired by or on behalf of an agency, department, or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer (“use”) of the Software, and any related technical data of any kind, including manuals and Documentation, no matter how received by the Government, is restricted by the terms and conditions of this Agreement in accordance with FAR 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All other use is prohibited.
12.10. Governing Language.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
12.11. Trademark Notice.
(a) The PARALLELS logo, PARALLELS, 2X, PARALLELS DESKTOP, PARALLELS ACCESS, APPLIFY, APPLIFICATION, TRANSPORTER, COHERENCE, PARALLELS REMOTE APPLICATION SERVER “RAS” are registered trademarks or trademarks of Parallels International GmbH, in the United States and/or other countries. All other trademarks referenced in the Software or Documentation are the property of their respective owners.
(b) iPhone, iPad, iPod Touch, Apple Store, App Store and corresponding logos are trademarks of Apple Inc. and all other trademarks are the property of their respective owners.
12.12. Contact Information.
You may contact Parallels for more information about the Software, other Parallels products and services at Parallels International GmbH, Vordergasse 59, Schaffhausen, Switzerland, or by visiting our website: www.parallels.com.
EXHIBIT A
Product-Specific Terms.
The following Product-Specific Terms apply to your use of the Software specified below. To the extent there is a conflict between these Product-Specific Terms and the general license terms set forth in the main body of the Agreement, these Product-Specific Terms shall control.
1. Parallels Desktop.
(a) Scope of use of Parallels Desktop for Mac Standard Edition (also known as Home Edition or Parallels Desktop For Home & Student Use), Parallels Desktop Pro Edition, and Parallels Desktop App Store Edition.
Each license (subscription or perpetual) allows you to install and use one copy of the Software on a single Authorized Device. If you have multiple licenses for the Software, you may install a single copy of the Software on as many Authorized Devices as you have licenses. You may only use a maximum of five (5) consumer licenses of the Software within the same company. If you need to use more than five (5) consumer licenses within the same company, then you must purchase a business edition license of the Software.
(b) Scope of use of Parallels Desktop for Mac Business Edition.
Each license key is assigned with multiple licenses and will permit you to install the Software on multiple Authorized Devices. You may install a single copy of the Software on as many Authorized Devices as are permitted by your license key.
(c) Scope of use of Parallels Desktop for Chromebook Enterprise.
The licensing model depends on the distribution channel and the type of license key. Make sure to acknowledge the terms and conditions provided at the purchase.
(i) In the case of per-device licensing, you may install the Software on as many Authorized Devices as permitted by your license.
(ii) In the case of per-user licensing, you may enable the Software for as many users as permitted by your license. Each users license will be consumed automatically as soon as the user starts the Software for the first time. Each user may use the Software on multiple devices.
(d) Parallels Tools.
Parallels Tools is a suite of utilities and drivers that enhances the performance and functionality of Parallels virtual machine. You may distribute and install Parallels Tools to enhance performance and functionality of Parallels virtual machines.
2. Parallels Toolbox.
(a) Scope of use of the non-business edition of Parallels Toolbox.
Each license key allows you to install and use one copy of the Software on a single Authorized Device.
(b) Scope of use of the business edition of Parallels Toolbox.
Each license key is assigned with multiple licenses and will permit you to install the Software on multiple Authorized Devices. You may install a single copy of the Software on as many Authorized Devices as are permitted by your license key.
3. Parallels Access.
(a) Authorized Devices.
For purposes of Parallels Access software, the term Authorized Device means (1) a remote computer where the Parallels Access (agent) is installed and logged into your Parallels account (hereinafter referred as “Authorized Remote Device”), and/or (2) a mobile device (iOS or Android tablet or smartphone) where Parallels Access mobile application is installed and logged into your Parallels account (hereinafter referred as Authorized Mobile Device), and/or (3) a computer with a web browser logged into your Parallels account with the Parallels Access Web Console application running in it (hereinafter referred as “Authorized Web Browser”). You must have a valid subscription registered in your Parallels account to access your Authorized Remote Device(s) from your Authorized Mobile Device(s) or/and Authorized Web Browser(s).
(b) Scope of use of the non-business edition of Parallels Access.
If you have non-business subscription, you are permitted to install the Software on up to five (5) Authorized Remote Devices and an unlimited number of Authorized Mobile Devices, and access your Authorized Remote Devices from an unlimited number of Authorized Web Browsers.”
(c) Scope of use of the business edition of Parallels Access.
If you have business subscription, you are permitted to install the Software on an unlimited number of Authorized Mobile Devices and on as many Authorized Remote Devices as are associated with your subscription, and access your Authorized Remote Devices from an unlimited number of Authorized Web Browsers.
4. Parallels Remote Application Server “RAS”.
(a) Scope of use.
For purposes of Parallels Remote Application Server (“RAS”), the term Authorized Devices means (1) any RAS server that is included in a RAS farm (hereinafter referred as “Authorized RAS Server”); (2) For purposes of this Agreement, the term “Authorized Concurrent Users” means users who are accessing the Parallels Remote Application Server simultaneously, each of which can establish any number of connections to the Authorized RAS Server as long as the number of the concurrent connections established by the users does not exceed the limit associated with your license key.
(b) Pre-paid licenses (pre-paid subscription and permanent licenses).
Prepaid license keys allow you to activate a single RAS farm, and to simultaneously connect to the farm as many Authorized Concurrent Users as permitted by the subscription or permanent license associated with the license key.
(c) Post-paid (aka SPLA) licenses.
Post-paid license keys permit you to activate an unlimited number of RAS farms, install the Software on any Authorized RAS Server that belongs to any of your activated RAS farms, and to simultaneously connect an unlimited number of Authorized Concurrent Users to the activated RAS farms. Your license fees will be based on your actual use of the Software (the number of Authorized Concurrent Users processed by each of your RAS farms, during a billing period) during each billing period.
5. Parallels Mac Management “PMM”.
(a) Scope of use.
For purposes of Parallels PMM, the term Authorized Devices means (1) any PMM server which is enrolled in a particular Microsoft SCCM installation/site (hereinafter referred as an “Authorized PMM Server”); (2) any computer that uses a vacant license controlled by an Authorized PMM Server that is enrolled in a Microsoft SCCM installation/site (hereinafter referred as an “Authorized PMM End-User Device”). You must have valid license for each Authorized Device upon which the Software is installed. Your PMM license key permits you to activate any number of PMM servers enrolled in a particular Microsoft SCCM installation, and install the Software on as many Authorized PMM End-User Devices as are permitted by your license key.
EXHIBIT B
Country-Specific Terms.
The following Country-Specific Terms apply to your use of the Software in the countries specified below. To the extent there is a conflict between these Country-Specific Terms and the general license terms set forth in the main body of the Agreement, these Country-Specific Terms shall control.
AUSTRALIA
1. Limited Warranty.
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
2. Limitation of Liability. (liability limit)
The Australian Consumer Law contains guarantees that protect the purchasers of goods or services in certain circumstances. To the fullest extent permitted by law, the liability of Parallels to you for any loss or claim arising under or in connection with this Agreement that cannot be lawfully excluded under the Australian Consumer Law is limited to:
(i) (replacement) the replacement of the Package and/or Documentation;
(ii) (repair) the repair of the Package and/or Documentation;
(iii) (replacement price) the payment of the cost of replacing the Package and/or Documentation or of acquiring equivalent goods; or
(iv) (repair price) the payment of the cost of having the Package and/or Documentation repaired.
3. Governing Law.
This Agreement is governed by the laws of the State of Victoria, Australia. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
CZECH REPUBLIC
1. Audit Rights.
Information acquired during audit any conducted under Article 8 of the Agreement shall not be provided to any third party or be used for commercial purposes and must respect the relevant provisions of the Act no. 121/2000 Coll., on the protection of individuals with regard to the processing of personal data. Information acquired during such audit shall be used only for the purposes of findings related to the Agreement, compliance, and license fee payments.
2. Rights of Withdrawal.
(a) Right of withdrawal regarding software delivered by download or by electronic key.
If you are a consumer, you have the following statutory right of withdrawal. You may withdraw from the contract in written form (e.g. letter, fax, email) without giving any grounds and within a period of 14 days.
If you have downloaded the Software directly from Parallels' web pages, the right of withdrawal shall only apply until you started the download. If you have purchased an electronic installation key that entitles you to download the Software from third parties, the right of withdrawal shall only apply until Parallels sends you the key by email.
The time limit of 14 days for any assertion of your right of revocation begins at the earliest on the day after the conclusion of the contract and after you have received this instruction in written form but not before Parallels complies with its information obligations under Sec. 53 (4) (6) Czech Civil Code. To comply with the time limit, it is sufficient to send the withdrawal notice within the applicable 14 day period to Parallels International GmbH, Vordergasse 59, Schaffhausen, Switzerland.
Effective withdrawal terminates this Agreement pursuant to Section 7.2.
(b) Right of withdrawal regarding box products.
If you are a consumer you have the following statutory right of withdrawal. You may withdraw from the contract without giving any grounds by delivering us your withdrawal notice within 14 days from the date of delivery of the goods and sending the goods back to us.
The right of withdrawal shall only apply as long as the goods are still sealed; this means as soon as you have opened the sealed packaging (protective cover), your right of withdrawal expires.
The time limit of 14 days for any assertion of your right of withdrawal begins at the earliest on the day after the reception of the goods and after you received this instruction in written form but not before Parallels complies with its information obligations under Sec. 53 (4) (6) Czech Civil Code. To comply with the time limit it is sufficient to send the goods together with the withdrawal notice within the 14 day period to Parallels International GmbH, Vordergasse 59, Schaffhausen, Switzerland. You bear the costs and the risk of the return.
Effective withdrawal terminates this Agreement pursuant to Section 7.2. In case of deterioration of the goods, Parallels is entitled to claim compensation for lost value. This shall not apply if the deterioration of the goods is solely caused by an inspection that you could have made in a "classic" retail store. Any duty to reimburse payments must be complied with within 30 days. This time limit begins for you upon sending of the goods and for us upon reception.
GERMANY
1. Warranty.
Parallels will be liable for material defects and defects in title only to the extent necessary according to German Statutory Law. An additional guarantee is only given by Parallels if explicitly stated in writing.
2. Limitation of Liability.
Sections 10.3. and 10.4. of the Agreement shall not apply for contracts with German consumers. Instead, Parallels shall only be liable according to the following:
(i) Parallels shall be liable for damages exclusively according to this clause 2. All other liability for damages shall be excluded.
(ii) The liability of Parallels is unlimited for damages arising out of death, or injury to body or health resulting from a breach of this Agreement by a legal representative or designated agent of Parallels, as well as for damages that arose from the lack of a guaranteed characteristic or in case of fraudulent intent.
(iii) The liability of Parallels is unlimited for damages caused by Parallels’, its legal representatives’, or its designated agents’ intentional misconduct or gross negligence.
(iv) In case of a negligent breach of a contractual core duty, Parallels shall, except in the cases pursuant to clauses (ii) and (v) herein, only be liable for the amount of the typically foreseeable damage. Contractual core duties abstractly are such duties the accomplishment of which enables proper fulfilment of the contract in the first place and whose fulfilment a contractual party regularly may rely on.
(v) Liability pursuant to the German Product Liability Act (“Produkthaftungsgesetz”) remains unaffected.
3. Governing Law.
This Agreement shall be exclusively governed by German law while excluding the United Nations Convention on Contracts for the International Sale of Goods.
ITALY
1. Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington in the United States, without prejudice to the mandatory Italian consumer protection laws in case you are a consumer with your usual place of residence in Italy. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
POLAND
IF YOU ARE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE SOFTWARE WHILE YOU ARE LOCATED IN POLAND AND YOU ARE A CONSUMER AS DEFINED IN APPLICABLE POLISH LAW, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY, AND TO THE EXTENT INCONSISTENT, SUPERSEDE THE APPLICABLE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT:
1. Assignment of Rights.
You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, without prior written consent of Parallels, except that you may transfer this Agreement in full in connection with the sale of all or substantially all of the assets related to this Agreement, provided that the assignee assumes all of your obligations hereunder, and the licenses granted hereunder will only extend to use of the Software on the Authorized Device on which the Software was installed immediately prior to the assignment. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
2. Right of Revocation.
At any time during the ten (10) day period following the date of purchase of the Software or acceptance of this Agreement, You may, for any reason, return the Software (terminate this Agreement), together with your receipt, for a refund of the money you paid for the Software.
3. Indemnification.
The provisions of Article 9 of the Agreement do not apply.
4. Limited Warranty.
The Limited Warranty does not exclude the statutory warranty provided under the Polish Act on particular conditions of consumers’ sale.
5. WARRANTY DISCLAIMER.
The WARRANTY DISCLAIMER does not exclude the statutory warranty provided under the Polish Act on particular conditions of consumers’ sale.
6. Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington of the United States, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction’s laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of Poland. 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.
7. Taxes.
The provisions of Article 6 of the Agreement do not apply.
8. Governing Language.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and Polish versions, the Polish version of this Agreement shall govern.
RUSSIA
IF YOU ARE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE SOFTWARE WHILE YOU ARE LOCATED IN RUSSIA, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY, AND TO THE EXTENT INCONSISTENT, SUPERSEDE THE APPLICABLE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT:
This End-User License Agreement (this “Agreement”) is a legal contract between You, as either an individual or an Entity (as defined below), and Parallels International GmbH and its affiliates and subsidiaries being a patent / trademark / copyright owner (“Parallels”).
1. Consent to Use Data.
Parallels’ use of data collected from your use of the Software (as described in Section 5.2 of the Agreement) is limited to use in a form that does not personally identify you. You hereby expressly grant Parallels the right to collect, record, arrange, accumulate, keep, update, extract, use, transfer (including trans-border transfer) access, depersonalize, block, remove any personal data (as defined by the applicable laws of your jurisdiction) so obtained.
2. Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, United States, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction’s laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington, unless specific rules apply to you as a consumer (natural person obtaining license for personal needs). In the latter case the dispute shall be settled in the court duly empowered by the applicable law of your jurisdiction. 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.
