Parallels’ Products Licensing Terms

THESE PARALLELS’ PRODUCTS LICENSING TERMS (THESE “TERMS”) ALONG WITH THE LICENSE CERTIFICATE, THE ORDER FORM, THE PRODUCT SPECIFIC TERMS (EACH AS DEFINED BELOW) AND ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE (TOGETHER, THE “AGREEMENT”) ARE A LEGAL CONTRACT BETWEEN THE ENTITY (AS DEFINED BELOW) IDENTIFIED ON THE ORDER FORM (“CUSTOMER”) AND PARALLELS INC. IF CUSTOMER IS LOCATED IN CANADA OR THE UNITED STATES AND PARALLELS INTERNATIONAL GMBH IF CUSTOMER IS LOCATED OUTSIDE OF THE UNITED STATES AND CANADA (“PARALLELS”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING ANY PARALLELS’ PRODUCTS (AS DEFINED BELOW), ACCOMPANIED BY THIS AGREEMENT.

THE PARALLELS’ PRODUCTS ARE LICENSED, NOT SOLD. BY COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PARALLELS’ PRODUCTS, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, THAT CUSTOMER UNDERSTANDS IT, AND THAT CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY ITS TERMS. IF YOU, AN INDIVIDUAL OF THE CUSTOMER, 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, YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “CUSTOMER” HEREIN REFER TO THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.

IF AT ANY TIME CUSTOMER IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CUSTOMER 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 PARALLELS’ PRODUCTS, AND DELETE ANY COPIES CUSTOMER MAY HAVE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND PARALLELS CONCERNING THE PARALLELS’ PRODUCT(S), AND SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING CUSTOMER MAY HAVE HAD WITH PARALLELS RELATING TO THE PARALLELS’ PRODUCT(S), WHETHER ORALLY OR IN WRITING. CUSTOMER ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY AGREEMENT CUSTOMER MAY HAVE WITH A RESELLER, THIS AGREEMENT SHALL GOVERN CUSTOMER’S USE OF THE PARALLELS’ PRODUCTS. WHERE ANY PROVISIONS UNDER CUSTOMER’S AGREEMENT WITH A RESELLER RELATING TO THE LICENSE OF THE PARALLELS’ PRODUCTS ARE INCONSISTENT OR CONFLICT WITH ANY OF THE PROVISIONS HEREIN, THE PROVISIONS OF THIS AGREEMENT SHALL SUPERSEDE AND GOVERN.

1. INTERPRETATION

1.1. Any phrase introduced by the terms “including”, “include”, “in particular”, “for example” or similar expression shall not limit the sense of the words or following such terms.

1.2. Words importing the singular include the plural and vice versa.

1.3. References to persons include incorporated and unincorporated bodies.

1.4. Headings are for convenience only and shall not limit or otherwise affect the construction or interpretation of this Agreement.

1.5. References to days means calendar days unless specified otherwise.

2. DEFINITIONS

All capitalized expressions as used in this Agreement, unless otherwise defined within the body of this Agreement or where the context expressly requires otherwise, will have the meaning set out below.

2.1. “Acceptable Use Policy” means Parallels’ Acceptable Use Policy found here https://www.parallels.com/about/legal/acceptable-use-policy/ or any successor site.

2.2. “Administrator” means the executive officer or employee of the Customer who is entitled to exercise the Administrative Privileges.

2.3. “Administrative Privileges” means the permissions granted to an end user with the technical expertise, know-how, and abilities to (i) manage and exercise the License granted under Section 3 and the Product Specific Terms and (ii) configure, administer, control access to and otherwise make changes to the Management Portal.

2.4. “Affiliate(s)” means any entity, Controlling, Controlled by, or under common Control with the party in question and the word “Control” means the ability to direct the affairs, management and/or policies of another entity, whether directly or indirectly, through the ownership of shares and/or assets, the board of directors, voting, securities, trusteeship, contract or otherwise.

2.5. “Authorized User” means an end user of the Customer or its Affiliate(s) or an end user of an End Client who accesses the Parallels’ Product.

2.6. “Cloud Services” means software-as-a-service offerings made available via a remote network, inclusive of any applicable on-premises components, including Parallels DaaS, Parallels Browser Isolation (PBI), and Parallels Secure Workspace (PSW).

2.7. “Confidential Information” means all non-public, confidential, or proprietary material or information including, but not limited to, any part or component of the Intellectual Property that is confidential in nature and must remain so or that, given the nature of that component or the circumstances surrounding its disclosure, reasonably should be considered confidential and must remain so, serial numbers, registration keys, activation codes, specifications, samples, patterns, designs, plans, drawings, documents, data as disclosed by Parallels to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” or “proprietary” and/or that relates to a Party’s past, present and future research, development, business activities, products, software, services, technical knowledge, designs, methodologies, business plans or forecasts, finances, pricing, discounts, rebates, marketing plans, customers, prospects or other affairs and has been identified as confidential or would be understood to be confidential by a reasonable person under the circumstances. Confidential Information does not include information (i) previously known to the receiving Party, before it was received from the disclosing Party, without an obligation not to disclose such information, (ii) independently developed by the receiving Party without use of the disclosing Party’s Confidential Information, (iii) acquired by the receiving Party from a third party that was not under an obligation to the disclosing Party not to disclose such information, or (iv) that is or becomes publicly available through no breach of this Agreement by the receiving Party.

2.8. “Customer” means the Entity as identified on the Order Form.

2.9. “Documentation” means Parallels’ user manuals and/or related documentation relating to a Parallels’ Product that Parallels makes available to Customer.

2.10. “End Client” means a person or entity to whom Customer provides the Parallels’ Product, for a fee and in accordance with the terms of this Agreement.

2.11. “Feedback” means ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentations, proposals and/or any other material.

2.12. “Intellectual Property” means rights in all (a) patents, patent disclosures, utilities, inventions, discoveries, developments, any improvements and/or innovations (whether patentable or not), (b) trademarks, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights, related rights, derivative rights and all possible reversion, renewals, revivals and extensions thereof and all other copyrightable works (including object codes, source codes, routines, libraries, executable codes whether embodied in software or otherwise, computer programs, artificial intelligences, quantum computing, tools, methods, processes, algorithms), and rights in data and databases, (d) trade secrets, know-how and other Confidential Information (as defined in Section 5), (e) industrial designs and design rights, (f) image and personality rights pertaining to product endorsements, sponsorships and testimonials, (g) rights in integrated circuits, netlists, mask works, schematics, layouts, test methodologies and development tools, (h) all rights of priority under international conventions, and all other corresponding rights that are or may be secured under any applicable law in respect of the foregoing, (i) all rights to any actions, causes of action and rights to recover damages and payments for past, present or future infringements or misappropriations of the foregoing and (j) any similar, corresponding or equivalent rights to any of the foregoing and all other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

2.13. “License” means the rights granted under Section 3.1.

2.14. “License Certificate” means the document Parallels issues to Customer upon processing an Order Form that provides the details of the License(s) granted under this Agreement, the License Key, the particulars of the Customer as a licensee and what support and maintenance service(s), if any, Customer may receive.

2.15. “License Key” means the primary or master digital license key or unique access code in the License Certificate that allows Customer to activate the Parallels’ Product and grants Customer other access and rights as expressly set forth herein.

2.16. “Management Portal” means Parallels’ proprietary portal for Administrators.

2.17. “Not-for-Resale License” means a limited, personal, non-transferable, revocable, non-exclusive, without the right to sublicense, license to use, install, run and operate a POC Version in accordance with the Documentation during the Term solely and only in Customer’s testing environment for the purpose of testing and using it for its own internal Authorized Users or for commercial demo purposes only, and without the right to further distribute, resell or otherwise transfer such licensed rights.

2.18. “On-Prem Software” means a Parallels’ proprietary or licensed and embedded third-party program in object code form and all Updates thereto, which is licensed hereunder, including Parallels Remote Application Server (RAS), portions of Parallels PBI (as applicable), and Parallels Secure Workspace.

2.19. “Order Form” means a purchase form for obtaining a License that Parallels receives from Customer directly or indirectly through one of Parallels’ Resellers.

2.20. “Parallels MyAccount” means the online account with Parallels where Administrators and users activate and manage their Parallels’ Product Licenses.

2.21. “Parallels’ Product” means the Cloud Services, the On-Prem Software, Parallels MyAccount, Management Portal, the Support Services and/or other products or services specified in the Order Form or License Certificate, along with all applicable Documentation.

2.22. “Parties” shall mean Parallels and Customer and the word “Party” shall be construed accordingly.

2.23. “Privacy Statement” means Parallels’ privacy statement that is available at https://www.alludo.com/en/legal/privacy/ or any successor site.

2.24. “Personnel” means any individual that Parallels currently employs as an employee or independent contractor and with which Customer comes into contact in relation to this Agreement.

2.25. “POC Version” means a “Proof of Concept”, demo, or trial version of the applicable Parallels’ Product.

2.26. “Product Specific Terms” has the meaning set forth in Section 3.5.

2.27. “Reseller” means a Parallels’ distributor or reseller authorized to acquire the License for the Parallels’ Products and re-sell to Customers as set out hereunder.

2.28. “Sublicense Key” means a secondary digital license key or unique access code that: (a) the Customer’s Administrator may issue from the License Key to activate the Parallels’ Product and (b) allows Customer to track, monitor, cap and segment use of the Parallels’ Product on the specific Management Portal.

2.29. "Support Services" means the support services performed by Parallels as outlined in the applicable License Certificate or Order Form, if any.

2.30. “Term” means the period that this Agreement remains in force and effect in accordance with Section 10.

2.31. “Updates” means bug fixes, new features, feature enhancements, improvements and security fixes that Parallels makes generally available at no additional charge to its customers who are current in payment of applicable fees.

2.32. “Usage Data” me ans Parallels’ technical logs, data, and learnings about Customer’s and the Authorized Users’ use of the Parallels’ Product, including the number of Authorized Users using the Parallels’ Product at any time.

3. LICENSE

3.1. License Grant. Subject to the terms and restrictions in this Agreement, Parallels grants Customer, during the Term, a revocable, non-exclusive, non-transferable, fee-bearing right and license to (a) install, run, and use the On-Prem Software and/or (b) access and use the Cloud Services, in accordance with the Order Form and/or License Certificate and as set forth in the Product Specific Terms (the “License”). Customer may obtain a License to the Parallels’ Products from a Reseller pursuant to its placement of an Order Form with such Reseller or from Parallels pursuant to its placement of an Order Form directly with Parallels. In all instances, the copying, installation, access, or use by Customer of any Parallels’ Product will be deemed as an understanding and acceptance by Customer of this Agreement.

3.2. Customer Affiliates/Authorized Users/End Clients. In relation to Customer’s Affiliates whom the License applies to in accordance with Section 3.1, Customer shall ensure that such Affiliates understand and agree that their use of the Parallels’ Products is governed by and subject to this Agreement. Customer shall be liable for its Affiliates’ breach of this Agreement. In relation to the Authorized Users and End Clients, Customer understands and agrees, and shall ensure that its Authorized Users and End Clients understand and agree to Section 3.2 and the Acceptable Use Policy and Customer is responsible for ensuring Authorized Users’ and End Clients’ compliance with the Acceptable Use Policy. The License for any Authorized User shall automatically terminate on expiry or termination of this Agreement. Parallels reserves the right to revoke the License for any Authorized User who does not comply with the Acceptable Use Policy.

3.3. Restrictions. Customer shall not use the Parallels’ Products for any purposes beyond the scope of the License granted in this Agreement. Without limiting the generality of the foregoing, Customer shall not, unless and except to the extent specifically allowed in this Agreement, including the License Certificate:

  1. copy, frame, mirror, display, transfer, transmit, market or otherwise distribute or provide the Parallels’ Products to any third party, except as specifically set out in this Agreement;
  2. assign, sublicense (except as expressly permitted herein), sell, lease, or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under the License granted;
  3. modify or create any derivative works of the Parallels’ Products (or any related component), except with the prior written consent of Parallels;
  4. access, transmit, process or store infringing or unlawful material or material which violates Parallels’ Acceptable Use Policy in Customer’s use of the Parallels’ Product;
  5. combine or integrate the Parallels’ Products with hardware, software, or technology not provided to Customer by Parallels, or authorized by Parallels under the terms of this Agreement or in the Documentation;
  6. decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Parallels’ Products is compiled or interpreted. Customer acknowledges that nothing in this Agreement shall be construed to grant Customer any right to obtain or use such source code;
  7. grant any Administrative Privileges, except as set out in this Section, or access to the Management Portal to any third party or any person or entity including any Authorized User who is not an Administrator working within or for the organization of Customer;
  8. remove, alter, or obscure any proprietary notices from the Parallels’ Product or the Documentation or attempt to defeat any copy protection device included with the Parallels’ Product;
  9. attempt to circumvent the security or interfere with the proper working of the Parallels’ Product or conduct penetration testing or introduce or subject the Parallels’ Product to any viruses, worms, defects, Trojan horses, time bombs, and other harmful or malicious code, files, scripts, agents, or programs, or any items of a destructive nature;
  10. use any robot, data mining, screen scraping, spider, Website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Parallels’ Product or their contents; and
  11. perform or disclose any performance, benchmark, availability or vulnerability testing of the Parallels’ Product.

3.4. Compliance with Laws. Customer shall ensure that its, its Authorized Users’ and its End Clients’ use of the Parallels’ Products shall comply in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities that the Parties or the Parallels’ Products are subject to, including, without limitation, by means of obtaining any permits, consents, licenses and/or approvals required with respect to export regulations promulgated by the Bureau of Export Administration or any other agency or department of the federal government of the United States of America. Customer acknowledges that Parallels makes no representation or warranty that the Parallels’ Products may be exported without Customer first affirming appropriate licenses or permits under applicable law, or that any such license or permit has been, shall be or can be obtained.

3.5. Product Specific Terms. Customer shall comply with the additional Parallels’ Product specific terms found here https://www.parallels.com/static/pl/fileadmin/res/doc/about/2025/parallels-product-specific-terms-april-2025.pdf (or any successor link) (“Product Specific Terms”), which shall be incorporated herein. To the extent there is a conflict between the Product Specific Terms and these Terms, the Product Specific Terms shall prevail. Capitalized terms used but not defined in these Terms shall have the meaning as set forth in the Product Specific Terms.

3.6. Usage Data and Support Data. Customer acknowledges and agrees, and shall ensure that all its Authorized Users acknowledge and agree, that Parallels may collect Usage Data and use it to (i) provide the Support Services to Customer, (ii) operate, improve, develop and support the Parallels’ Product, (iii) for other lawful business purposes, including prevention or investigation of fraudulent or inappropriate use of the Parallels’ Product, (iv) for diagnostic, management, anti-piracy, benchmarking and reports, and (v) for any other purposes described in this Agreement, the Privacy Statement (available at https://www.alludo.com/en/legal/privacy/), and the Cookies Notice (available here). However, Parallels will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer or its Authorized Users and (b) aggregated with data across other customers. Parallels may also collect, process and use certain information included in Parallels MyAccount and provided in support tickets for the provision of Support Services (“Support Data”). Support Data may include personal information about Customer, Administrators, and/or Authorized Users as voluntarily provided by Customer and Parallels may use such personal information for the purposes set forth in this Agreement. Customer also consents to the processing of personal information by Parallels and its agents to facilitate the subject matter of this Agreement and any Order Forms for the purchase of Parallels’ Product Parallels receives from Customer. Customer will obtain all required consents from third parties (including Customer’s Affiliates, Authorized Users, End Clients, contacts, administrators, and employees) under applicable privacy and data protection law before providing personal information to Parallels. Personal information collected under this Agreement will be processed according to the Privacy Statement.

3.7. Administrator. Customer shall appoint one or more Administrators to register and manage its Parallels MyAccount. Upon Parallels’ request, Customer shall provide Parallels any and all necessary identification details and documents to recognize and register the Administrator(s). Customer understands and acknowledges, and shall ensure that its Administrator(s) understands, acknowledges and agrees, that: (i) Parallels may use such details and documents to verify compliance with this Agreement, (ii) Parallels may require the identification of an Administrator when an Administrator registers their account with Parallels and installs or accesses the Parallels’ Product for the first time, and (iii) Parallels may require the re-identification of the Administrator at any time thereafter when such Administrator logs into the relevant Management Portal or any time during their log in session through the use of any technology or means at the disposal of Parallels at such times.

3.8. Support. Subject to the terms of the Order Form and/or License Certificate, Parallels shall provide the Support Services set forth at http://www.parallels.com/support/.

3.9. Updates and Mandatory Updates for On-Prem Software. Customer may, from time to time, download and install Updates for On-Prem Software. Updates do not include products or options that are designated by Parallels as new products or options for which Parallels charges a separate fee. If the Update is not installed, Customer may not receive the full benefit of the On-Prem Software or the On-Prem Software may not perform optimally in the Customer’s environment. In general, Parallels recommends that Customer uses the most current version of the On-Prem Software required to support the performance and security of the Parallels’ Product. Parallels has no obligation to provide any support to the On-Prem Software that falls outside of the supported versions as specified in the support lifecycle of the Parallels’ Product. Parallels also has no obligation to create Updates on any schedule and retain sole discretion to make Updates available. If an Update is necessary to comply with applicable law, to address a threatened or actual security breach in the On-Prem Software, to replace technologies that may infringe third-party Intellectual Property rights, or for any other reason of similar significance to Parallels ("Mandatory Updates"), Parallels will deliver such Mandatory Update to Customer along with a notice that the Update is a Mandatory Update. Customer shall promptly install the Mandatory Updates, but in any event no later than ten (10) business days after receipt. Customer’s failure to timely install Mandatory Updates may result in the termination or suspension of Customer’s License(s) for affected On-Prem Software and will automatically void any warranties or indemnities provided herein. For the avoidance of doubt, Mandatory Updates do not include Updates which solely relate to new features and functions. Parallels may also, from time to time, perform scheduled maintenance of the infrastructure and programming used to provide the On-Prem Software, during which time Customer may experience some disruption to that On-Prem Software or any associated accounts or services. Whenever reasonably practicable, Parallels will provide Customer with advance notice of such maintenance. Customer acknowledges that, from time to time, Parallels may need to perform emergency maintenance without providing Customer advance notice, during which time Parallels may temporarily suspend Customer’s access to and use of the On-Prem Software or any associated accounts or services.

3.10. New Releases for Cloud Services. Customer acknowledges and agrees that Parallels may release new versions of the Cloud Services, and that Parallels may, at any time, modify, remove, replace, or add new features or functionality to the Cloud Services.

3.11. Accuracy of Contact Information; Email Notice. Customer agrees to provide accurate, current, and complete information, and to update such information as necessary for Parallels to communicate with Customer. Customer further agrees to accept emails from Parallels for all communications made in connection with this Agreement and such emails satisfy any legal requirement that such communications be in writing.

3.12. Third-Party Software and Third-Party Technology.

  1. Third-Party Software. The Parallels’ Product may include various third-party software components or software services ("Third-Party Software" and together with the Parallels’ Product, 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/). Customer is permitted to use the Third-Party Software in conjunction with the Parallels’ Product, provided that such use is consistent with the terms of this Agreement and the Third-Party Terms. Parallels represents and warrants that nothing in this Agreement imposes further restrictions on Customer’s use of the Third-Party Software in accordance with any Third-Party Terms and that Customer will be compliant with any applicable third-Party Terms if it is in compliance with this Agreement. Customer 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 Customer’s use of the Third-Party Software in accordance with any Third-Party Terms. The Parallels’ Product may also enable interoperation with certain other third-party operating systems and applications. Parallels does not provide Customer with any such third-party licenses for operating systems and applications, and it is Customer’s sole responsibility to obtain all necessary software licenses from respective vendors. THE PARALLELS’ PRODUCT MAY ALSO CONTAIN “OPEN-SOURCE” MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN-SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). PARALLELS MAKES NO WARRANTIES OR INDEMNITIES WITH RESPECT TO OPEN-SOURCE MATERIALS CONTAINED IN THE PARALLELS’ PRODUCT.
  2. Third-Party Technologies. The Parallels’ Product may also work with third-party software components, technologies or software services, and enable interoperation with certain other third-party operating systems and applications, which Customer or an Authorized User may use, upload, store, transfer or process through the Parallels’ Product ("Third-Party Technologies"). Parallels does not provide Customer with any licenses for such Third-Party Technologies, and it is solely Customer’s responsibility to obtain all necessary licenses from respective vendors. Customer is fully and solely responsible for any Third-Party Technologies that Customer or its Authorized Users installs or uses. Unless separately provided as Professional Services (as defined in the Product Specific Terms), the resolution of errors or other issues caused by such Third-Party Technologies are expressly excluded from Parallels’ obligations under this Agreement.

3.13. Feedback. Customer has no obligation to provide Parallels with Feedback. However, if Customer submits Feedback to Parallels, while Customer retains ownership of such Feedback, Customer hereby grants Parallels a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license to use and otherwise exploit the Feedback for any purpose worldwide. In addition, Customer agrees not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Further, by submitting Feedback, Customer represents and warrants that (i) Customer’s Feedback does not contain the confidential or proprietary information that belongs to any third parties; (ii) Parallels is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Parallels may have something similar to the Feedback already under consideration or in development; and (iv) Customer is not entitled to any compensation or reimbursement of any kind from Parallels for the Feedback under any circumstances.

3.14. Not-for-Resale License. Parallels may allow Customer access or use of the Parallels’ Product(s) on a trial or evaluation basis. If Parallels allows such access or use, subject to the terms and conditions of this Agreement, Parallels grants to Customer a Not-for-Resale License. For the avoidance of doubt, Not-for-Resale Licenses cannot be used to accommodate End Clients. Customer shall not use the POC Versions in its production environment. Customer may only access or use the Not-for-Resale License for the period specified on the Order Form (“Trial Period”) and under any additional terms specified on the Order Form. If no Trial Period is specified, Customer may only access or use the Not-for-Resale License for the 30-day period after the Not-for-Resale License is first made available to Customer. At the end of the Trial Period, Customer will return or disable the Parallels’ Product as required in Section 10.4 below. Parallels may change or terminate a Not-for-Resale License at its discretion with reasonable notice. If Customer continues accessing a Parallels’ Product after a Trial Period or fails to return or disable the Parallels’ Product as set forth in Section 10.4 below, then in addition to any other remedies Parallels may have, Parallels may charge, and Customer shall pay, any applicable fees reasonably charged by Parallels. POC Versions may not come with Support Services and may be incomplete or have errors. Unless agreed by Parallels in writing or required by applicable law, POC Versions are provided “AS-IS” without any express or implied warranties. Notwithstanding anything to the contrary in this Agreement, Parallels’ total cumulative liability for damages arising out of, relating to or in any way connected with this Not-for-Resale License or any POC Version (whether in contract or tort) shall in no event exceed US$1,000. Customer acknowledges that the foregoing limitations of liability reflect the allocation of risk set forth in this Agreement and that Parallels would not enter into this Agreement on these terms without these limitations of liability.

3.15. Authorized Distributors. If Customer, according to the Order Form, is licensing a Parallels’ Product under a SPLA License and is authorized to appoint Authorized Distributors, this Section 3.15 applies. “Authorized Distributor” shall mean a third party meeting the criteria to act as a distributor of the Parallels’ Products as a component of the Customer Applications and/or Customer Content (as applicable). Subject to these Terms, Customer may appoint Authorized Distributors to market and distribute the Parallels’ Products under this Agreement solely as a component of the Customer Applications and/or Customer Content; provided that Customer has entered into a written agreement with each such Authorized Distributor that is at least as protective of Parallels and the Parallels’ Products as these Terms, including any restrictions, disclaimers, limitations of warranties and liability, and limitations on scope of marketing and sales activities with respect to the Parallels’ Products. Customer shall be responsible for the actions of all Authorized Distributors, and such conduct shall be governed by the terms of this Agreement, as if performed by Customer. In any circumstance where Customer distributes the Parallels’ Products as a component of the Customer Applications and/or Customer Content through an Authorized Distributor, Customer shall be such Authorized Distributor’s sole principal and discharge its obligations towards that Authorized Distributor’s respective customers as a principal accordingly (in so far as such obligations relate to or arise from those customers’ purchases of licenses to use the Customer Applications, Customer Content, and/or the Parallels’ Products as a component thereof), both Customer and the Authorized Distributor shall be responsible for performing the obligations of Customer under this Agreement related to such distribution and Customer shall be responsible under these Terms for any failure of the Authorized Distributor to do so. At any time, Parallels may consult with Customer regarding the suitability of any Authorized Distributor and Customer will consider in good faith any proposal by Parallels to terminate any such Authorized Distributor, subject to existing contractual obligations between Customer and Authorized Distributor and applicable law. Customer shall not in any circumstances: (i) sub-license any of the SPLA License rights to Authorized Distributors, (ii) share with the Authorized Distributor the License Key(s) or any Sublicense Key or any information pertaining thereto (including any Confidential Information), (iii) delegate or grant to an Authorized Distributor any Administrative Privileges, (iv) allow Authorized Distributor to create or activate any Sublicense Key, or (v) allow such Authorized Distributor access to the Management Portal in any form or manner.

4. PAYMENT DEFAULT & AUDITS

4.1. Fees Payable. Customer agrees to pay the License fees in accordance with the Order Form and the corresponding invoice issued by Parallels or Reseller, as applicable. For amounts due directly to Parallels, Customer agrees (i) to pay all amounts due using one of the payment methods supported by Parallels; and that (ii)(a) fees are quoted and payable in the currency stated on the Order Form, (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 directly to Parallels under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding, and Parallels may charge the payment method Customer provides or may invoice Customer for applicable charges upon accepting the Order Form or thereafter for any and all unpaid fees. All invoices issued by Parallels are payable net thirty (30) days after the invoice date. If a purchase order is required for the purchase or payment of the Parallels’ Products on an applicable Order Form, Customer shall submit to Parallels or Reseller, as applicable, such purchase order within ten (10) days of Order Form signature and within thirty (30) days prior to the effective date of the Renewal Term. The License fees for each Renewal Term will be at Parallels’ standard list prices for the Parallels’ Products at the time of such Renewal Term and which shall be communicated in writing to the Customer upon request; provided that any increase in fees for a Renewal Term shall not take effect until the beginning of such Renewal Term. For the avoidance of doubt, if Customer purchases the Parallels’ Product(s) through a Reseller, the License fees owed to such Reseller may differ from Parallels’ applicable list prices.

4.2. Customer’s Operating Expenses. Customer is responsible for all expenses incurred in performance of its obligations or exercise of its rights under this Agreement.

4.3. Disputed Charges. Customer (acting in good faith) must notify Parallels in writing of any dispute with charges invoiced directly by Parallels within thirty (30) days of the date of the invoice. Absent such notice, Customer will be deemed to have agreed to the charges as invoiced. In the event of a good faith dispute, Customer shall pay the invoice in full, and Customer and Parallels shall work to resolve such dispute. If it is determined that there was an error in the invoice, Parallels shall either refund or credit Customer the inaccurate charges of the invoice in the month following resolution of the dispute.

4.4. Payment Default and Right to Suspend License. In addition to, and without prejudice to any other remedy available to Parallels, if Parallels discovers that Customer has failed to pay any fee in respect of the Parallels’ Products when this fee was due, and such fee is not the subject of a good faith dispute, Parallels may, at its sole discretion:

  1. If Customer is domiciled anywhere outside of the European Economic Area (consisting of the member states of the European Union (EU) as well as Iceland, Liechtenstein, and Norway) ("EEA"), the United Kingdom or Switzerland, assess interest on any unpaid amounts from the due date until paid in full at the rate of 3% above the U.S. effective federal funds rate (EFFR), or at the maximum rate permitted under applicable law, whichever is less. The payment of such interest will be in addition to and not in substitution for any and all other remedies available to Parallels in respect of such non-payment under this Agreement or at law;
  2. If Customer is domiciled inside the EEA, the United Kingdom or Switzerland, assess interest on any unpaid amounts from the due date until paid in full at the rate of 3% above the “LIBOR” rate as published by the Zurich periodical “Finanz und Wirtschaft”, or at the maximum rate permitted under applicable law, whichever is less;
  3. modify the payment terms applicable to Customer; and/or
  4. provide at least ten (10) days prior written notice to Customer of its planned disabling or suspension of access to and use of the Parallels’ Products before it takes effect and, after the lapse of the ten (10) days and absent payment of the due fee from Customer, disable or suspend Customer’s and Authorized Users’ access to and use of any Parallels’ Products.

4.5. Taxes. All amounts payable directly to Parallels under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties, and similar charges (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes resulting from this Agreement (other than taxes based on Parallels’ income). If Customer is required to deduct any Taxes due from the fees payable hereunder, the Parties agree that the original amount invoiced by Parallels will be increased by the amount of such Taxes such that Customer pays Parallels the amount of fees as originally invoiced.

4.6. Audit Rights and Records. During the Term and for a period of two (2) years following termination or expiration of this Agreement, Customer agrees to keep all usual and proper books and records relating to its performance of and compliance with this Agreement. During that period, upon at least thirty (30) days’ notice, Parallels shall have the right, at its own expense, to periodically audit the records of Customer with respect to matters covered by this Agreement, either by physically visiting Customer’s premises or by remote access (as determined by Parallels). If such audit reveals that Customer has underpaid any fees, Customer shall promptly pay such amounts as are necessary to rectify such underpayment, together with interest at the rate set forth in Section 4.4. If the amount of an underpayment equals or exceeds five percent (5%) of the total amounts due during the applicable period, in addition to the payment of fees and interest as set forth in the preceding sentence, Customer will also reimburse Parallels for the cost of such audit.

4.7. SPLA License Fee Types. If Customer, according to the Order Form and/or License Certificate, is licensing a Parallels’ Product on a prepaid basis, Section 4.7(i) applies. If Customer, according to the Order Form and/or License Certificate, is licensing Parallels’ Product on a Pay-As-You-Go basis, Section 4.7(ii) applies. Section 4.7 does not apply to Customers who have licensed a Parallels’ Product through a Reseller.

  1. Pre-Paid User Fees. In consideration for the SPLA License granted to Customer, Customer shall pay to Parallels a prepaid fee, as specified on the Order Form and/or License Certificate, for the initial Term (the "Prepaid User Fees"). This Prepaid User Fee is calculated based on the number of Authorized External Users listed on the Order Form and/or License Certificate and Customer acknowledges and agrees that the Prepaid User Fees are due and payable irrespective of whether or not Customer’s Authorized External Users actually use the Parallels’ Product each month during the Initial Term. The Prepaid User Fee is payable in one lump sum in advance, at the commencement of the Initial Term. No later than 5 days after the end of each month during the Term, Parallels will receive a report from Customer stating the peak number of Authorized External Users during the corresponding month. If the peak number of Authorized External Users exceeds the agreed upon Authorized External Users, Customer shall pay Parallels for such additional usage a fee per Authorized External User based on the peak number of Authorized External Users of the Parallels’ Product during each month. Parallels will invoice and Customer will pay the applicable additional Authorized External User Fees on a monthly basis. For amounts due directly to Parallels, such invoices will be due net thirty (30) days from the end of the calendar month for which Customer is being invoiced and the Authorized External User fee is calculated in accordance with the Pricing Table listed on the Order Form. Subject to any remedies available to Customer as a result of Parallels’ uncured material breach of the Agreement, Parallels does not refund Prepaid User Fees or additional usage fees, and once payment is made to Parallels, Customer shall have no recourse for receiving a refund of any part of the fees and all such fees shall be deemed to have been fully earned. For amounts due directly to Parallels, the fees for each Renewal Term, both the Prepaid User Fee and the Authorized External User fee, will be Parallels’ standard list prices for the Parallels’ Product at the time of renewal and which shall be communicated in writing to the Customer upon request. The Prepaid User Fee for each Renewal Term will be invoiced 60 days prior to the beginning of each Renewal Term and is payable in one lump sum in advance of the commencement of each Renewal Term.
  2. Pay-As-You-Go. Fees are chargeable on a per Authorized External User basis and are calculated in accordance with the Pricing Table listed on the Order Form (“Monthly Fees”). The minimum Monthly Fees payable under this Agreement shall at no time be less than the amount chargeable for fifty (50) Authorized External Users (“Minimum Monthly Fees”). Customer shall pay such Minimum Monthly Fees when the peak number of Authorized External Users during any given month equals or falls below fifty (50). For all other months, Customer shall pay the applicable Monthly Fees based on the peak numbers of Authorized External Users which exceed fifty (50) during those months. Subject to any remedies available to Customer as a result of Parallels’ uncured material breach of the Agreement, Parallels does not refund any fees. Once payment of the Monthly Fees is made to Parallels, Customer shall have no recourse for receiving any refund of such payment and all Monthly Fees shall be deemed to have been fully earned. Parallels shall determine the peak number of concurrent users during a month based on the automatic reporting feature contained in the Parallels’ Product and invoice Customer monthly. Such invoices will be due net thirty (30) days from the end of the calendar month for which Customer is being invoiced. The Monthly Fees for each Renewal Term will be at Parallels’ standard list prices for the Parallels’ Product at the time of the renewal and which shall be communicated in writing to the Customer upon request. All prices herein are net prices exclusive of any fees, taxes, assessments, or governmental charges of any kind.

5. CONFIDENTIALITY

5.1. Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party may have access to Confidential Information of the other Party (the “disclosing Party”). Both Parties agree that, as between the Parties, the disclosing Party’s Confidential Information disclosed or made available to the other Party (the “receiving Party”) under this Agreement is owned by the disclosing Party.

5.2. Mutual Confidentiality Obligations. Each Party agrees, except to the extent expressly permitted otherwise by this Agreement or by written consent of the disclosing Party: (i) to use the Confidential Information only for the purposes described in this Agreement; (ii) that such Party shall not reproduce the Confidential Information except as necessary to comply with or to exercise its rights under this Agreement and shall otherwise hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party shall create any derivative work from the other Party’s Confidential Information; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement and certify compliance with this obligation to return or destroy upon first request of the other Party. Notwithstanding any of the foregoing, each receiving Party may disclose Confidential Information of the disclosing Party as necessary to comply with the requirements of legal or administrative process, provided that the receiving Party provides the disclosing Party with reasonable advance notice of any such intended disclosure and cooperates reasonably with the disclosing Party’s efforts to obtain a protective order.

5.3. Unauthorized Access. In the event of any unauthorized access to the Management Portal, Parallels MyAccount or unauthorized use of any Administrative Privileges, License Key, and/or Sublicense Key, Customer shall promptly notify Parallels of such use, how it occurred and scope/extent of access to such information as well as what measures it has taken in accordance with security best practices, including without limitation, any remedies to stop the unauthorized use.

6. OWNERSHIP

Customer acknowledges that, Parallels owns all right, title, and interest, including all Intellectual Property, in and to the Parallels’ Products, the Documentation, and all work products, derivative works, developments, inventions, technology or materials (including all related components) provided under or otherwise in connection with the Parallels’ Products, including all modifications, enhancements and derivative works thereto, and Customer hereby assigns all such rights, if any, to Parallels. Parallels expressly reserves all rights not expressly granted to Customer in this Agreement.

7. WARRANTIES

7.1. Representations and Warranties. Each Party represents and warrants to the other that the execution and performance of this Agreement does not and shall not violate any other contract, obligation, or instrument and that it has the legal power and authority to enter into the Agreement.

7.2. Additional Warranties by Parallels. Parallels hereby represents, warrants, and covenants to Customer that: (i) the Parallels’ Product will substantially conform to its Documentation, as updated from time to time; and (ii) all Support Services and all other Professional Services shall be performed by duly qualified Personnel in a professional and workmanlike manner, consistent with industry practices.

7.3. Remedies. Parallels’ only obligation, and Customer’s only remedy, for any breach of these limited warranties will be at Parallels’ option and expense to (i) for On-Prem Software: (a) repair the Parallels’ Product; (b) replace the Parallels’ Product; and/or (c) terminate the License with respect to the defective Parallels’ Product; (ii) for Cloud Services: (a) correct any non-conformity of the Parallels’ Product with the Documentation and/or (b) terminate the License with respective to the defective Parallels’ Product; (iii) for Support Services: (a) reperform the Support Services and/or (b) terminate the Order Form with respect to the Support Services (if applicable). If Parallels elects to terminate the License and/or Order Form as set forth above, Parallels shall refund any amounts paid in advance for the Parallels’ Product and Support Services not yet received.

7.4. Exclusions to the Warranties. Parallels will have no obligation to Customer with respect to any breach of warranty claimed to the extent such claim arises from: (i) use of the Parallels’ Product by Customer or an Authorized User in combination with any of Customer’s products or services or any third party products or services not provided and/or approved in writing by Parallels (including in the Documentation) if the claim would not have arisen but for such use; (ii) use of the Parallels’ Product by Customer or an Authorized User for purposes for which they were not designed; (iii) failure of Customer or an Authorized User to comply with specifications or requirements set out in this Agreement or in the Documentation; or (iv) modification, repair or improper maintenance of the Parallels’ Product not performed or authorized by Parallels (made by the Customer or Customer's third-party).

7.5. No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS AGREEMENT, THE PARALLELS’ PRODUCTS AND ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY PARALLELS ARE PROVIDED “AS IS” AND PARALLELS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN. NO WARRANTY IS MADE BY PARALLELS ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. PARALLELS DOES NOT WARRANT THAT THE PARALLELS’ PRODUCTS OR ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS SHALL BE CORRECTED.

8. LIMITATION OF LIABILITY

8.1. LIMITATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF PARALLELS TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE A MAXIMUM OF THE FEES ACTUALLY PAID BY CUSTOMER FOR THE PARALLELS’ PRODUCT GIVING RISE TO THE CLAIM DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARALLELS OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR GOODWILL, UNAUTHORIZED ACCESS TO, LOSS OR CORRUPTION OF ANY DATA, DELAYS, INTERRUPTION, INABILITY TO USE OR LOSS OF ANY SERVICES, COST OF COVER FOR SUBSTITUTE PRODUCTS OR SERVICES, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, SYSTEM INCOMPATIBILITY OR BREACHES IN SYSTEM SECURITY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF PARALLELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Essential Basis. The disclaimers, exclusions and limitations of liability in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

8.3. Limitation in Time. Customer may not bring a claim under this Agreement more than twelve (12) months after the cause of action arises.

9. INDEMNIFICATION

9.1. Indemnification by Parallels.

  1. Subject to Section 9.3, Parallels shall defend Customer, its Affiliates and its End Clients from and against any claim by any third party that Customer’s and End Client’s use of the Parallels’ Products as expressly authorized under this Agreement infringes the copyright of that third party under the governing law of this Agreement (“Third Party IP Infringement Claims”) and shall indemnify Customer from any final court awarded direct damages and expenses (including reasonable legal and attorneys’ fees) directly arising from such Third Party IP Infringement Claims.
  2. Notwithstanding the foregoing, Parallels will have no obligation or liability to the extent that the alleged Third Party IP Infringement Claims arises from (a) the combination, operation, or use of the Parallels’ Products by Customer with products, services, information, materials, technologies, business methods or processes not provided and/or approved in writing by Parallels; (b) modifications to the Parallels’ Products not made by Parallels; (c) failure to use updates to the Parallels’ Products provided by Parallels; (d) use or misuse of the Parallels’ Products in violation of the Documentation or specifications; or (e) use of the Parallels’ Products in breach of Sections 3.1, 3.3, 3.4 and/or 3.5 (circumstances under the foregoing subsections (a), (b), (c) (d), and (e) are collectively referred to as, “Customer Indemnity Responsibilities”).
  3. Upon the occurrence of a claim that indemnity is due under Section 9.1(i), or if Parallels believes that such a claim is likely, Parallels may, at its option (a) appropriately modify the applicable Parallels’ Products so that it becomes non-infringing without a material loss of functionality, or substitute functionally equivalent software or services; (b) obtain a license to the applicable third-party copyright to allow for Customer’s continued use of the applicable Parallels’ Products as contemplated by this Agreement; or (c) if the options in both subsections (a) and (b) of this Section 9.1(iii) are not commercially practicable, terminate this Agreement on written notice to Customer and refund any amounts paid in advance for services not yet received. The obligations in this Section 9 shall constitute Parallels’ entire liability and Customer’s sole remedy for any actual or alleged infringement.

9.2. Indemnification by Customer. Customer shall indemnify, hold harmless, and defend Parallels, its Affiliates and each of their respective employees, officers, and agents from and against all costs, expenses (including reasonable, out-of-pocket attorneys’ fees), damages, and liabilities resulting from any claim brought by any third party arising from or in connection with: (i) a Customer Indemnity Responsibility; (ii) Customer’s breach of this Agreement; (iii) Customer’s infringement, misappropriation or violation of any Intellectual Property or other rights of another person or entity; or (iv) any content originated or stored by Customer.

9.3. Indemnification Process. The Party seeking indemnification agrees to give the indemnifying Party (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as the indemnifying Party may reasonably request, at indemnifying Party’s expense, in connection with such defense and/or settlement. Notwithstanding this, the indemnifying Party must not settle any third-party claim or enter an admission of wrongdoing against the indemnified Party unless the indemnified Party provides its prior written consent to such settlement or admission in each instance. In any action that indemnifying Party provides defense on behalf of indemnified Party, indemnified Party may participate in such defense at its own expense by counsel of its choice subject always however to subsection (ii) of this Section 9.3.

10. TERM AND TERMINATION CONSEQUENCES

10.1. Term. This Agreement commences on the Effective Date stated on the Order Form and continues for the term specified in the Order Form (“Initial Term”) unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement will automatically renew for additional successive one (1) year terms (each a “Renewal Term”), unless either Party gives written notice to the other Party that it does not intend to renew this Agreement at least ninety (90) days before the end of the Initial Term or any Renewal Term. If such notice is received, this Agreement will then terminate in accordance with this Section 10.1. Together, the Initial Term and any Renewal Term(s) thereafter shall mean the “Term”.

10.2. Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party breaches a material term of this Agreement and thereafter (i) in the case of a breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice; or (ii) has failed to cure any other breach (or fails to commence diligent efforts to cure such breach that are reasonably acceptable to the non-breaching Party), within thirty (30) days after receiving written notice from the non-breaching Party.

10.3. Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, insolvency, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such Party, that has not been dismissed, vacated, or stayed within thirty (30) days.

10.4. Effect of Termination. Upon any expiry or termination of this Agreement, all Licenses granted under this Agreement shall automatically terminate and Customer shall (i) immediately discontinue and cause its Affiliates, Authorized Users, and End Clients to immediately discontinue all use of the Parallels’ Product; (ii) if applicable, uninstall all On-Prem Software and either return to Parallels, all copies thereof and all Keys, or destroy all such materials and provide written verification of such destruction to Parallels; and (iii) pay to Parallels all amounts due and remaining payable. For the avoidance of doubt and except as expressly set forth herein, Customer is not entitled to any refund of prepaid, unused fees on termination of this Agreement for any reason.

10.5. Suspension Rights. Parallels may suspend access to the Parallels’ Product at any time if, in Parallels’ sole discretion, (i) Parallels believes that there is a threat to the security or integrity of its network, systems, or the Parallels’ Product or such a suspension is needed to protect the rights, property, or safety of Parallels, its users, or the public, or is required by applicable law; (ii) Parallels determines that Customer, its End Client, or any Authorized Users are violating (or have violated) any of the terms and conditions set forth in Sections 3.1, 3.3, 3.4, 3.5, or 5; or (iii) there is non-payment of fees in accordance with Section 4.4(iv).

10.6. Accrued Obligations. Expiration or termination of this Agreement will not release the Parties from any liability that, at the time of termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination, or from any obligation that is expressly stated in this Agreement to survive termination.

10.7. Survival. The provisions of Sections 1, 4, 5, 6, 7.3, 8, 9.2, 9.3, 10.5, 10.6, 10.7 and 11 shall survive expiration or any termination of this Agreement, along with any other provisions which, by their nature, are intended to survive such termination.

11. MISCELLANEOUS

11.1. Changes. Parallels may, from time to time, revise, update and/or otherwise change these Terms ("Changes"). Such Changes shall be effective 30 days after being posted in the Management Portal. It is Customer’s responsibility to regularly check the Management Portal. Customer’s continued use of the Parallels’ Product following any Changes constitutes Customer’s acceptance of such Changes. If Customer does not agree to the Changes, Customer must stop using the Parallels’ Product by the end of the applicable 30-day period. For revisions Parallels reasonably determines are material, Parallels will make commercially reasonable efforts, but is not obligated, to notify Customer by email using the email address Customer provided to Parallels at the time Customer subscribed to the Parallels’ Product.

11.2. Sunsetted Parallels’ Product. Parallels may sunset/discontinue any Parallels’ Product ("Sunsetted Parallels’ Product"), in part or in whole, at any time, by providing written notice. If Customer prepaid a fee for a Subscription License for a Parallels’ Product that Parallels sunsets before the expiration of Customer’s then-current Subscription License, Parallels will use commercially reasonable efforts to transition Customer to a substantially similar Parallels’ Product. Notwithstanding anything to the contrary in this Agreement, no Subscription Licenses for Sunsetted Parallels’ Product will be renewed. If Customer has purchased a Perpetual License for the Sunsetted Parallels’ Product, then subject to the terms of this Agreement, Customer may continue to use the then-current version of that Sunsetted Parallels’ Product indefinitely provided, however, that Parallels will have no obligation to provide Support Services after the date of sunsetting the Parallels’ Product.

11.3. Order Form of Precedence. If any conflict exists between the license terms and conditions of this Agreement, the License Certificate, and/or an Order Form, the order of precedence shall be the terms of an Order Form first, the Terms of this Agreement second, and the terms of a License Certificate last.

11.4. Applicable Law, Dispute Resolution and Jurisdiction.

  1. If Customer is domiciled anywhere outside of the EEA, the United Kingdom or Switzerland, then (a) this Agreement shall be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Delaware; (b) any dispute or claim arising out of or in connection with this Agreement which Customer and Parallels has been unable to settle amicably ("Dispute") shall be settled through binding arbitration under the American Arbitration Association Commercial Arbitration Rules ("AAA Rules") by one or more arbitrators in accordance with the AAA Rules; and (c) any arbitration hearings will be held in Wilmington, Delaware.
  2. If Customer is domiciled inside the EEA, the United Kingdom or Switzerland, then (a) this Agreement shall be governed by and construed in accordance with the laws of Switzerland; (b) any Dispute shall be settled through binding arbitration under the Rules of the International Chamber of Commerce ("ICC Rules") by one or more arbitrators; and (c) any arbitration hearings will be held in Zurich, Switzerland.
  3. To help resolve any issues between the Parties promptly and directly, Customer and Parallels each agree to begin any arbitration within one year after a Dispute arises; otherwise, the claim is waived. Customer and Parallels also agree to arbitrate in each of its individual capacities only, not as a representative or member of a class, and each of Party expressly waives any right to file a class action or seek relief on a class basis with any court, tribunal, or other judicial or quasi-judicial body. The Parties agree that the arbitrator's decision will be final, binding and may be entered as a judgment in any court of competent jurisdiction. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARALLELS’ PRODUCTS, OR ANY DISPUTE BETWEEN CUSTOMER AND PARALLELS.
  4. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11.5. Betas. Parallels may offer optional trials, beta features, or other opportunities to participate in limited use testing (collectively, “Betas”). Testing and use of Betas is permitted only for Customer’s internal evaluation during the period designated by Parallels at the time the Beta is offered. Either Customer or Parallels may terminate Customer’s use of Betas at any time for any reason. Betas may be inoperable, incomplete or include features never publicly released. Notwithstanding anything else in this Agreement to the contrary, Parallels offers no warranty, indemnity, guaranteed service levels or support for Betas and Parallels’ liability for Betas will not exceed US$1,000.

11.6. Force Majeure. Parallels is excused from any delays in performance of its obligations under this Agreement if such a delay results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot, other causes beyond its reasonable control, or acts or omissions of Customer, Authorized Users, End Clients or third parties under the control of Customer. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

11.7. Notices. Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the Party giving notice, and may be: (a) delivered by hand, (b) deposited with an overnight courier; (c) sent by email; or (d) mailed by registered or certified mail, postage prepaid, to the following:

Notices to Customer: to the address or email contact information set forth in the applicable Order Form, License Certificate or Parallels MyAccount.
Notices to Parallels: to the address information set forth in the applicable Order Form, License Certificate or to the Attn of the Renewals Team at email Renewals@alludo.com with a copy to Legal@alludo.com.

11.8. Assignment. Customer shall not assign its rights or delegate its obligations under this Agreement without Parallels’ prior written consent; any such consent shall not be unreasonably withheld. Parallels may assign this Agreement in whole or in part. In the event of a merger, acquisition, sale or corporate transaction involving Parallels or its Affiliates, Customer’s continued use of the Parallels’ Product signifies Customer’s agreement to be bound by the agreements and policies of the subsequent owner, if any. This Agreement shall be binding upon and inure to the benefit of Parallels and Customer and their successors and permitted assigns. Any assignment in violation of this Agreement is void.

11.9. Independent Contractors. Customer and Parallels acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement.

11.10. Amendment. Except as set forth in Section 11.1, this Agreement may only be amended in writing signed by the authorized representatives of the Parties.

11.11. Waiver/Severability. Failure by either Party to enforce the provisions of this Agreement will not represent a waiver of such rights and will not affect the validity of this Agreement nor affect that Party’s rights to take subsequent action. If any provision, or portion thereof, of the Agreement is held unenforceable or invalid by a court of competent jurisdiction, the enforceability of the remaining provisions shall not be affected.

11.12. No Third-Party Beneficiaries. Except for those third parties that have licensed software or other Intellectual Property to Parallels that is included as part of the Parallels’ Products, no person or entity shall be a third-party beneficiary of this Agreement or have any right or cause of action.

11.13. Export Controls. Customer may not use, export, re-export, import, sell or transfer the Parallels’ Products except as permitted by United States (U.S.) law, the laws of the jurisdiction in which Customer obtained the Parallels’ Product, and any other applicable laws and regulations. Customer represents and warrants that (i) Customer is 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) Customer, its Administrators, its End Clients, and its Authorized Users are not listed on any U.S. Government list of prohibited or restricted parties. Customer also acknowledges that the Parallels’ Product may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. Customer agrees that it will not use the Parallels’ Product 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.

11.14. United States Government Use Rights. The Parallels’ Product and any related technical data, including manuals and Documentation, are commercial as defined in the Federal Acquisition Regulation (FAR) at 2.101. If the Parallels’ Product 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 Parallels’ Product, 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.

11.15. U.S. Government End-Users. The Parallels’ Products include commercial technical data and/or computer licensed databases and/or commercial computer software and/or commercial computer software documentation, as such terms are used in 48 C.F.R. 12.212, that were developed exclusively at private expense by Parallels and/or its licensors. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 all U.S. Government end users acquire the Parallels’ Products with only those rights set forth herein.

11.16. Publicity. Parallels and its Affiliates may use Customer’s name and logo (if any) on client lists in various forms (e.g., printed, online, etc.) and in other marketing and sales collateral, for the sole purpose of identifying Customer as a customer. Parallels will make good faith efforts to correct any errors of usage that Customer bring to Parallels’ attention in a commercially reasonable timeframe. Parallels and its Affiliates may use Customer’s name, logo (if any), website link, quote, testimonials, and any other information that Customer may provide to develop press releases and other marketing and sales collateral in any form (e.g., print, audio, video, and other formats) that pertain to Customer’s use of the Parallels’ Product. Parallels and its Affiliates may publish and freely distribute all such information, quote(s), testimonials or input, provided, however Parallels will never broadly publish any personally identifiable information other than Customer’s name without Customer’s prior written consent. Parallels is not obligated to publish or otherwise use any information or logo that Customer may provide. The rights that Customer grant to Parallels and its Affiliates under this Section are without any fee or royalty.

11.17. Entire Agreement. This Agreement is the entire agreement and understanding between the Parties with respect to the subject matter. Upon the installation of Parallels Client or Client Software, “click-through”, “click-wrap”, or other online terms or conditions (“Click-Through Terms”) may be presented to Customer or its Authorized Users on, through, or in connection with the Parallels’ Products. The terms and conditions in this Agreement shall prevail and supersede over the terms and conditions in the Click-Through Terms for Customer’s or its Authorized Users’ use of the Parallels’ Products.

11.18. Trademark Notice. The Parallels and the Parallels logo are trademarks or registered trademarks of Parallels International GmbH, in the United States and/or other countries.