PARALLELS RAS CUSTOMER TERMS AND CONDITIONS

THESE LICENSING TERMS AND ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE (TOGETHER “AGREEMENT”) ARE A LEGAL CONTRACT BETWEEN YOU, AS AN ENTITY (“CUSTOMER”) AND PARALLELS INC (“PARALLELS”). PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING PARALLELS PRODUCTS (AS DEFINED BELOW), ACCOMPANIED BY THIS AGREEMENT. CUSTOMER HAS OBTAINED THE RIGHT TO USE THE PARALLELS PRODUCTS FROM THE AZURE MARKETPLACE. NOTWITHSTANDING ANY AGREEMENT BETWEEN CUSTOMER AND MICROSOFT FOR CUSTOMERS PURCHASES ON AZURE MARKETPLACE IN RELATION TO SUCH RIGHTS, CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL GOVERN CUSTOMER`S USE OF THE PARALLELS PRODUCTS. ACCORDINGLY, 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. NOTWITHSTANDING ANY AGREEMENT WITH DISTRIBUTOR, CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL GOVERN CUSTOMER’S USE OF THE PARALLELS PRODUCTS. WHERE ANY PROVISIONS UNDER CUSTOMER’S AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR RELATING TO THE LICENSED USE 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.	References to clauses, and certificates are, unless otherwise stated, references to clauses and certificates of this Agreement.

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

1.4.	References to persons include incorporated and unincorporated bodies.

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

1.6.	References to days means calendar days unless specified to be Business Days. 

1.7.	References to this Agreement hereunder shall, unless otherwise stated, mean the terms and conditions of this Agreement.

2.	DEFINITIONS. 
2.1.	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. 

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

2.3.	“Administrative Privileges” the technical expertise, know-how, abilities and responsibilities for managing and exercising the license rights granted under clause 4,  creating Sublicense Keys, using such Sublicense Keys for the purposes set out under clause 4.3(c), installing and running the Server Software, configuring, administering, controlling access to and otherwise making changes to the Management Console. 

2.4.	“Affiliate(s)” means any entity, Controlling, Controlled by, or under common Control with the party in question and the word “Control” has the meaning ascribed below. 

2.5.	“Authorized Concurrent User” means an end user who is an employee or consultant of a Customer or its Affiliate and who, for the purposes of using the Integrated Application, accesses the Server Software simultaneously with other employees and/or consultants of the Customer or its Affiliate, by means of the Client Software or by any other means through the establishment of one or multiple connections subject to the limit of licenses for Authorized Concurrent Users associated with the License Key.

2.6.	“Business Days” means  a day on which banks are open for business in Bellevue, Washington, United States and which I not a Saturday, Sunday or public holiday in Bellevue.

2.7.	“Client Software” means the Parallels’ proprietary software application that Parallels makes available online for Authorized Concurrent Users: (i) as a gateway on a web browser, where upon registering and providing their log in credentials, such Authorized Concurrent Users can remotely access and virtually run the Integrated Applications on their personal computers or devices, or, (ii) as a platform specific application for downloading and installation on personal computers or other devices where upon such downloading and installation, such Authorized Concurrent Users can remotely access and virtually run the Integrated Applications, or (iii) through any other means of technology, communication and/or connection hereafter developed that allows such Authorized Concurrent Users to remotely access and virtually run the Integrated Applications on their personal computers or devices . 

2.8.	“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” 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, 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.

2.9.	“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. 

2.10.	“Data Center” means any infrastructure that houses computer servers, telecommunications and storage systems   with a secure dedicated physical or virtual space which Customer uses to deploy its Integrated Applications.

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

2.12.	“EULA” means Parallels’ end user license agreement that governs an Authorized Concurrent User’s access to and use of the Client Software.

2.13.	 “Farm” means a collection of remote desktop services or logical grouping of objects for the purposes of centralized management whether these relate to virtual or physical machines which an Administrator may create, manage, control, assign for one or more Customers and configure, on the Management Console, and which the Administrator can use to deploy and deliver the Integrated Application to Authorized Concurrent Users.

2.14.	“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 Clause 6), (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. 

2.15.	“Integrated Application” means any of Customer’s owned or licensed software products, platforms, services, and applications which Customer makes available for remote access to its Authorized Concurrent Users. 

2.16.	“Internal Purpose” means the purpose of making the Integrated Application available through use of the Parallels Products for remote access by Authorized Concurrent Users. 

2.17.	“Keys” means the License Key and/or Sublicense Keys.

2.18.	“License” means the rights granted under clause 3.


2.19.	“License Key” means a primary or master digital license key or unique access code that  gives Customer access to the Software, through its Administrator, with Administrative Privileges and control over the Management Console of the Server Software and allows Customer to exercise the rights under clause 4.1.

2.20.	“Management Console” means the Server Software interface to use, create, configure, manage, and run the Farms.

2.21.	 
2.22.	“Parallels Product” means the Software, the Support Services and/or other products or services specified on the Azure Marketplace https://azuremarketplace.microsoft.com/en-us/marketplace/ or any successor site or in a private offer through the Azure portal on https://portal.azure.com/#home or any successor site, along with all applicable Documentation. 

2.23.	“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. 

2.24.	“Resellers Agreement" means the agreement between Microsoft and the Customer for purchases of Parallels Product on the Azure Marketplace.

2.25.	“Server Software” means that portion of the Software located on physical or virtual servers to which Client Software connects and that allows Authorized Concurrent Users to remotely access and virtually run the Integrated Applications on their devices.

2.26.	“Software” means the executable, object code version of Parallels’ Remote Application Services computer program, including any updates or upgrades that Parallels provides to Customer as part of any Support Services. “Software” is comprised of a Server Software portion and a Client Software portion.

2.27.	“Support Services” means the support services performed by Parallels as outlined on https://www.parallels.com/products/ras/support/ or any successor site.

2.28.	“Sublicense Key” means a secondary digital license key or unique access code that the Administrator may issue from the License Key solely for the purposes set out under clause 4.3(c) and that allows Administrator to track, monitor, cap and segment Customer’s Authorized Concurrent Users’ use of the Parallels Product. 

2.29.	“Term” means the period that this Agreement remains in force and effect in accordance with clause 11.

3.	GENERAL
Customer acknowledges and understands that it is entering into this Agreement to allow Customer and its Authorized Concurrent Users’ use of the Software solely for its Internal Purpose.  

4.	LICENSE
4.1.	License Grant. Subject to the terms and restrictions under this Agreement, Parallels grants Customer during the Term, strictly and solely for Customer’s Internal Purpose, the following revocable, non-exclusive, non-transferable, non-sublicensable right and license to:
(i)	install, run, and use the Server Software, on any number of physical or virtual servers owned, managed, or controlled by Customer (“Customer Servers”) and/or its Affiliates and/or any Data Center that Customer or a third party owns, manages or controls, to have Customer’s Integrated Application remotely available thereon; 
(ii)	deploy its Integrated Application on a Customer Server and/or a Data Center for hosting, remote access availability and use online through the Software;
(iii)	use the License Key solely for activating a Farm, carrying out the actions set out under clause 4.1(i) and issuing Sublicense Keys; 
(iv)	allow a limited number of Authorized Concurrent Users (subject to the EULA) to install and use the Client Software on personal computers or other devices to enable such Authorized Concurrent Users to remotely access and run the Integrated Application; 
(v)	make a reasonable number of copies of the Server Software and Client Software as necessary in support of the rights set out in clause 4.1(i) and 4.1(iii) above; and
(vi)	issue one or more Sublicense Keys subject to the restrictions set out under clause 4.3.

4.2.	Customer Affiliates and Authorized Concurrent Users. In relation to the Authorized Concurrent Users, Customer understands and agrees, and shall ensure that its Authorized Concurrent Users understand and agree, that use of Client Software by Authorized Concurrent Users is governed by the EULA, which is incorporated herein by reference, and Customer is responsible for ensuring its Authorized Concurrent Users’ compliance with the EULA. The EULA for any Authorized Concurrent User shall automatically terminate on expiry or termination of this Agreement. In relation to Customer’s Affiliates whom the License applies to in accordance with clause 4.1(i), 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.

4.3.	Restrictions. 

4.3.1.	Parallels reserves the right to revoke the License for any Authorized Concurrent User who does not comply with the EULA. Customer shall not use the Parallels Products for any purposes beyond the scope of the License granted in this Agreement and shall always keep the Keys confidential and in a safe secure place. Without limiting the generality of the foregoing, Customer shall not, unless and except to the extent specifically allowed in this Agreement:
(i)	market or distribute the Parallels Products; 
(ii)	assign (except as permitted by Clause 12.5), sublicense, sell, lease, or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under the licenses granted; 
(iii)	modify or create any derivative works of the Parallels Products (or any related component), except with the prior written consent of Parallels or create any secondary or sub digital keys of the License Key or share or distribute any Key for any reason or purpose other than as set out in this Agreement; 
(iv)	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; 
(v)	decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Parallels Products are 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;
(vi)	grant any Administrative Privileges, or access to the Management Console, except as set out in this Agreement, to any third party or any person or entity including any Authorized Concurrent User who is not an Administrator working within or for the organization of Customer;
(vii)	reproduce or distribute a Key except under the express and written permission of Parallels or share a Key with any Authorized Concurrent User, who is not an Administrator or any third party in any event;
(viii)	use the Software for timesharing purposes or otherwise for the benefit of any third party, other person or entity;
(ix)	remove any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection device included with the Software; or
(x)	use the Software for any purpose other than the Internal Purpose.

4.3.2.	Customer may as and when necessary and solely for Internal Purposes allow one or more Administrators to create, access and have control over one or more Farms on the Management Console. In granting such access and control, Customer shall prevent and shall procure that its Administrators prevent, any unauthorized access to any Key or any other proprietary or Confidential Information pertaining to the Parallels Products that may be available on the Management Console or accessible therefrom.   

4.3.3.	Customer shall, and shall ensure that its Administrators, only issue Sublicense Keys to the extent necessary for: (i) delegating and/or segregating some of the Administrative Privileges to one or more Administrators, (ii) using the Sublicense Key to activate one Farm, and (iii) monitoring and controlling Customer’s internal usage of the Software within its organizational departments by Authorized Concurrent Users.

4.4.	Compliance with Laws. Customer shall ensure that its use of the Parallels Products complies 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.

4.5.	Proprietary Notices. Customer shall duplicate all proprietary notices and legends of Parallels and its suppliers or licensors upon any and all copies of the Parallels Products made by Customer. Customer shall not remove, alter or obscure any such proprietary notice or legend. 

4.6.	 Data Collection. Customer understands and acknowledges Parallels may remotely collect data about the activation and usage of the Parallels Products, the issuance and activation of Keys, Customer’s activation of one or more Farms and any use of Administrative Privileges in connection therewith, through a reporting function in the Software (“Data Collection”). All data that such Data Collection functionality will collect shall be anonymous and shall not be capable of identifying individual Authorized Concurrent Users. Customer agrees to facilitate such Data Collection including taking all actions to ensure that any firewall ports (as applicable) are open and to notify Parallels if there are any operational issues that could prevent remote monitoring. Customer warrants that it has obtained all necessary consents and licenses for such Data Collection, including any and all consents and licenses for the use of all data and information related to Customer’s and Authorized Concurrent Users’ use of the Parallels Products. The collection of information and data in connection with the usage of Parallels Products under this Agreement shall be in accordance with the Privacy Statement that is available at this site https://www.alludo.com/en/legal/privacy/ or any successor site. 

4.7.	Administrator. Customer shall have appointed one or more Administrators for the purposes of this Agreement who would need to register and manage an online account with Parallels (“Parallels My Account”) to install, run and use the Software. Parallels may request, and Customer shall provide to 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) that Parallels may require the identification of an Administrator when an Administrator registers their account with Parallels and installs the Server Software for the first time, and, (iii) that Parallels may require the re-identification of the  Administrator at any time thereafter when such Administrator logs into the Management Console or any time during their log in session through the use of any technology or means at the disposal of Parallels at such times.

4.8.	Support. Parallels shall provide Support Services as set out at http://www.parallels.com/products/ras/support/. Support Services are available 24 hours a day, 7 days a week, 365 days a year. As updates and upgrades become available, Parallels will make those available to Customer. Parallels has no obligation to create updates or upgrades on any particular schedule (however, for the avoidance of doubt, updates and/or upgrades will be promptly developed by Parallels and provided to Customer if required to resolve support issues reported by Customer).

4.9.	Accuracy of Contact Information; Email Notice. Customer agrees to provide accurate, current, and complete information as necessary for Parallels to communicate with Customer from time to time regarding the Software, or to contact Customer for related purposes. Customer agrees to keep its account information current and inform Parallels of any changes in its legal business name, address, email address and phone number. Customer agrees to accept emails from Parallels for all communications made in connection with this Agreement.

4.10.	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/). Customer is 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 Third-Party Terms. 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 Software 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 SOFTWARE 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 WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.

4.11.	Customer System and Networks. Customer is responsible for:
(i)	obtaining, deploying, and maintaining all computer hardware, software, modems, routers, and other communications equipment necessary for Customer to install and use the Software and Authorized Concurrent Users to install and use the Client Software;
(ii)	contracting with third-party internet service providers, telecommunications, and other service providers for any required internet or telecommunication services; and 
(iii)	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.

5.	PAYMENT DEFAULT & AUDITS
5.1.	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 to Microsoft under the Reseller’s Agreement, and such fee is not the subject of a good faith dispute, Parallels:
5.1.1.	shall 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
5.1.2.	may, at its sole discretion, after the lapse of the ten (10) days and absent payment of the due fee from Customer, disable or suspend Customer’s and Authorized Concurrent Users’ access to and use of any Parallels Products.

5.2.	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 five (5) business 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 Parallels, Customer shall promptly pay such amounts as are necessary to rectify such underpayment, together with interest at the rate in clause 5.4. If the amount of an underpayment equals or exceeds five percent (5%) of the total amounts due during the applicable period, Customer will reimburse Parallels for the cost of such audit. 

6.	CONFIDENTIALITY
6.1.	Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party may have access to Confidential Information. 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. 

6.2.	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.

6.3.	In the event of any unauthorized access to the Management Console, My Parallels Account or use of any Administrative Privileges, or a Key, Customer shall promptly notify Parallels of such breach or use, how it occurred and scope/extent of access to such information as well as what measures it has taken to remedy the breach and stop the unauthorized use.

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

8.	WARRANTIES
8.1.	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. The limited warranties set out in this Agreement will not apply if Customer and/or its Authorized Concurrent Users modifies or uses the Parallels Product in any way that is not expressly permitted by this Agreement or the Documentation. Parallels’ only obligation, and Customer’s only remedy, for any breach of these limited warranties will be, at Parallels’ option and expense, to (i) repair the Software; (ii) replace the Software; or (iii) terminate the License with respect to the defective Software, and refund any amounts paid in advance for services not yet received. 

8.2.	Parallels hereby represents, warrants, and covenants to Customer that all Support Services and all other professional services shall be performed by duly qualified Personnel in a professional, workmanlike and expeditious manner, consistent with best industry practices.

8.3.	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.

9.	LIMITATION OF LIABILITY
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 PAID TO PARALLELS BY CUSTOMER UNDER THIS AGREEMENT 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 PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, 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. 

9.1.	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 CUSTOMER, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS CLAUSE 9 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

9.2.	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.

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


10.	INDEMNIFICATION
10.1.	Indemnification by Parallels.

10.1.1.	Subject to clause 10.3, Parallels shall indemnify, hold harmless, and defend Customer from and against all proven and uncontested costs, expenses (including reasonable, out-of-pocket attorneys’ fees), damages, which Customer establishes it has suffered as a direct result of a proven successful claim by any third party that Customer’s use of, or access to, the Parallels Products as expressly authorized under this Agreement infringes the copyright of that third party under the governing law of this Agreement. Notwithstanding the foregoing provision of this clause, Parallels will have no obligation or liability to the extent that the alleged infringement arises from (i) 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; (ii) modifications to the Parallels Products not made by Parallels; (iii) failure to use updates to the Parallels Products provided by Parallels; (iv) use of the Parallels Products in violation of any applicable user Documentation or specifications; or (v) use of the Parallels Products in breach of clause 4.4 (circumstances under the foregoing subclauses (i), (ii), (iii) (iv) and (v), are collectively referred to as, “Customer Indemnity Responsibilities”).

10.1.2.	Upon the occurrence of a claim that indemnity is due under clause 10.1.1, or if Parallels believes that such a claim is likely, Parallels may, at its option (i) 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; (ii) 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 (iii) if the options in both 10.1.2(i) and (ii) 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 clause 10 shall constitute Parallels’ entire liability and Customer’s sole remedy for any actual or alleged infringement.

10.2.	Indemnification by Customer. Customer shall indemnify, hold harmless, and defend Parallels, its Affiliates and its 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 Customer Indemnity Responsibilities or Customer’s breach of this Agreement.

10.3.	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 subclause (ii) of this clause 10.3.

11.	TERM AND TERMINATION CONSEQUENCES
11.1.	Term. This Agreement is effective upon the Customers acceptance hereof and continues for the duration of the Reseller`s Agreement between the Customer and Microsoft for the Parallels Product.    Customer agrees that in the case of expiration or termination Parallels may remotely disable the Software. Parallels may, but has no obligation to, provide license expiration warnings in the product interface. It is Customer’s responsibility to contact Parallels regarding any potential expiration that Customer deems inappropriate. Parallels shall not be liable for any damages or costs incurred in connection with any expired licenses. 

11.2.	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. 

11.3.	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.

11.4.	Accrued Obligations. 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. 

11.5.	Effect of Termination. Upon any termination of this Agreement, all EULAs arising from this Agreement shall automatically terminate and Customer shall (i) immediately discontinue, and cause its Affiliates and its Authorized Concurrent Users to discontinue, all use of the Parallels Products licensed to it by Parallels; (ii) pay to Parallels all amounts due and remaining payable; and (iii) uninstall the Software and either return to Parallels the Parallels Products, all copies thereof, and all Keys, or destroy all such materials and provide written verification of such destruction to Parallels. For the avoidance of doubt, Customer is not entitled to any refund of prepaid, unused fees on termination of this Agreement for any reason. 

11.6.	Survival. The provisions of clauses 1,  5, 6, 7, 8.3, 9, 10.2, 10.3, 11.4, 11.5, 11.6 and 12 shall survive any termination of this Agreement, along with any other provisions which, by their nature, are intended to survive such termination.

12.	MISCELLANEOUS

12.1.	Applicable Law, Dispute Resolution and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to conflict of law rules and with the Vienna Convention on the Sale of Goods being expressly excluded. The Parties agree that any and all disputes between the Parties arising out of or in relation to this Agreement shall be resolved amicably between the Parties. Should the Parties fail to resolve the dispute amicably within thirty (30) days upon written request by one Party to the other Party, such dispute shall be exclusively submitted to federal courts in the County of Wilmington, Delaware, United States of America. The prevailing Party in any action under this Agreement is entitled to recover reasonable attorneys’ fees and related costs.

12.2.	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 or other causes beyond its reasonable control. 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. 

12.3.	Notices. Any notice to be given pursuant to this Agreement shall be sent by Customer by both registered mail to the address set out in the Customer`s Parallels MyAccount and via email to the following email, legal@corel.com. Any notice to be given to Customer by Parallels shall be made by both registered mail and email to the mailing address and email set out in Customer`s Parallels MyAccount. In both cases, notice shall be deemed to have been received five (5) business days after being posted.

12.4.	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. Notwithstanding the foregoing but subject to the following condition, Customer may assign this Agreement without consent, but upon advance written notice to Parallels, in connection with a merger, acquisition, divestiture, reorganization, sale of all or substantially all of the assets of Customer which this Agreement relates (“Transaction”). An assignment without consent under this clause 12.5 shall be conditional upon the Transaction being between Customer and an entity that is not a competitor of Parallels or its Affiliates. 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.

12.5.	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.

12.6.	Amendment. This Agreement may only be amended in writing signed by the authorized representatives of the Parties.

12.7.	Waiver. 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. 

12.8.	Severability. 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.

12.9.	No Third-Party Beneficiaries. Except for those third parties that have licensed software or other intellectual property to Parallels and 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.

12.10.	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 Software, and any other applicable laws and regulations. Customer represents and warrant 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 and its Authorized Concurrent Users are not listed on any U.S. Government list of prohibited or restricted parties. Customer also acknowledges 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. Customer agrees that it 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.

12.11.	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.

12.14.	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. 

12.15.	Publicity. Parallels may include Customer’s name and corporate logo (if applicable) in any presentation, marketing materials, and/or customer lists (including customer lists posted on Parallels' web sites).

12.16.	Entire Agreement. This Agreement is the entire agreement and understanding between the Parties with respect to the subject matter.

12.17.	Trademark Notice. The PARALLELS logo, PARALLELS, 2X, PARALLELS REMOTE APPLICATION SERVER “RAS” are registered trademarks or trademarks of Parallels International GmbH, in the United States and/or other countries.