PLEASE READ THIS End-User License Agreement (EULA) CAREFULLY. BY DOWNLOADING, OBTAINING A LICENSE KEY, INSTALLING, COPYING OR OTHERWISE USING PARALLELS' PROPRIETARY SOFTWARE PRODUCTS OBTAINED THROUGH PARALLELS TECHNOLOGY NETWORK (“PTN”), YOU AGREE TO THE TERMS OF THIS PTN END-USER LICENSE AGREEMENT ("EULA" or "AGREEMENT"). IF YOU DO NOT AGREE, PLEASE DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE PRODUCTS.
The installation, use and support of the Parallels software products obtained from PTN are governed by this EULA, and the individual product EULAs embedded within the Software.
1. THE PARALLELS TECHNOLOGY NETWORK.
1.1 PTN PROGRAM. The PARALLELS TECHNOLOGY NETWORK is a program that grants a software developer free access to a suite of PARALLELS software products, the PTN website content and documentation solely for software development and testing purposes. The terms of such program and a participant’s rights and obligations are set forth in this EULA and in related documents either referred to or incorporated herein. You can participate in the PTN program by registering on our site.
1.2 Legal Agreement. This EULA is a legal agreement between you (either an individual or a single entity) and PARALLELS HOLDINGS LTD. and its affiliates ("PARALLELS"). This EULA governs all benefits that are provided to you through your participation in the PTN program: the Software, which includes computer software (including online and electronic documentation, product updates and product upgrades) and any associated License Keys, media and Documentation; PTN Support; and certain access to the PTN site.
1.3 Definitions. "Documentation" means all product documentation, sample applications, manuals, user guides, tools and utilities, and miscellaneous technical information. "Software" means the generally available versions of certain PARALLELS products that are made available to you through the PTN, and may include PARALLELS PLESK PANEL for Linux and Windows, (limited to five domains), PARALLELS BUSINESS AUTOMATION, PARALLELS SITEBUILDER for Linux/Unix and Windows, PARALLELS VIRTUOZZO CONTAINERS for Linux and Windows; provided that PARALLELS reserves the right to amend, alter or eliminate the availability of any such products in the PTN in its sole discretion. "License Key" means that certain software activation file and serial number issued to you by PARALLELS and required to activate and use the Software.
2. LICENSE GRANT, SCOPE OF USE, RESTRICTIONS.
2.1 Grant of License. Each valid and current license obtained through the PTN must correspond to a uniquely identifiable, individual person or legal entity as identified to PARALLELS. PARALLELS grants to you a personal, nonexclusive, term development license to use the Software solely for your internal software testing and development purposes.
2.2 Scope of Use. The Software Products may only be used while you have a valid and current license and solely for your internal testing and development purposes. This means that these products may only be stored, copied, installed and operated within your internal development and testing environment. They may not be used in any staging, demonstration or production environments and they may not be used for provision of commercial hosting services. Each copy of a Software Product is activated by a license key on a single server (virtual or physical) owned, leased, or otherwise controlled by you. If you have multiple license keys for a Software Product, you may make and use as many copies of the Software as you have license keys. The Software may not be used on or distributed to a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this EULA.
2.3 Product EULAs. Each Software product includes its own product EULA that is incorporated into this EULA, except to the extent that the terms of any product EULA are inconsistent with or contradictory to this EULA, in which case the terms of this EULA supersede.
2.4 Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.
2.5 Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this EULA, with any third party without prior written consent of PARALLELS.
2.6 Expiration of Licenses. Parallels shall be under no obligation to extend the term of any development license obtained through PTN or a license key if such license or key has expired. Parallels shall be under no obligation to continue the availability of the licensed materials on the PTN.
3. INTELLECTUAL PROPERTY AND CONFIDENTIALITY.
3.1 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 United States copyright law and international treaties. 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 under copyright, trade secret, patent, or trademark laws. This EULA does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this EULA. 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 EULA 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 designs that are confusingly similar to such marks.
3.2 Confidentiality. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this EULA, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist PARALLELS in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
4.CANCELLATION OR NON-RENEWAL OF SUBSCRIPTION, AUDIT, TERMINATION.
This EULAS shall continue for as long as you are in compliance with it or until otherwise terminated. You and or PARALLELS may terminate this EULA for any reason at any time. PARALLELS may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In the event of cancellation or non-renewal of your license hereunder, you must return to PARALLELS or destroy all copies of the Software and verify such compliance with PARALLELS. Without prejudice to any other rights, PARALLELS reserves to right to audit your usage and compliance with this EULA at its reasonable discretion.
THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND PARALLELS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, PARALLELS EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
6.LIMITATION OF LIABILITY.
PARALLELS'S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS EULA SHALL BE LIMITED TO US$500 IN THE AGGREGATE FOR ALL OCCURANCES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. 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 LOST PROFITS, EVEN IF PARALLELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. GENERAL TERMS.
7.1 Governing Law and Choice of Forum. This EULA shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within the Eastern District of Virginia. 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.
7.2 Severability. If any term or provision of this EULA is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
7.3 Survival. Articles 2, 3, 6, 7, and 8 of this EULA and all Sections thereof, shall survive the termination of this EULA, regardless of the cause for termination, and shall remain valid and binding indefinitely.
7.4 Headings. The Article and Section headings contained in this EULA are incorporated for reference purposes only and shall not affect the meaning or interpretation of this EULA.
7.5 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.
7.6 Amendment. PARALLELS reserves the right, in its sole discretion, to amend this EULA from time to time. If there is a conflict between this EULA and the most current version of this EULA, posted at www.Parallels.com, will prevail. If you do not accept amendments made to this EULA, then this license will be immediately terminated pursuant to Section 4.
8. UNITED STATES GOVERNMENT RESTRICTED RIGHTS.
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.