BUSINESS USER LICENSE AGREEMENT

PLEASE READ THIS BUSINESS USER LICENSE AGREEMENT (“BULA”) CAREFULLY BEFORE USING THE SOFTWARE. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS BULA. IF YOU DO NOT AGREE, CLICK “DECLINE” AND DO NOT USE THE SOFTWARE.

1. Who This Agreement Is With

This BULA is a legal contract between you and Parallels International GmbH and governs Your use of the Parallels software, services (including software-as-a-service offerings), and related documentation (collectively, the “Software”). The Software may be accompanied by manuals, user guides, and other materials ("Documentation"), which describe its installation, use, and features. You can check whether this BULA applies to You by reviewing Your License Certificate or license key details. Our Software is licensed, not sold, to You and You receive only those rights expressly granted to You under this BULA and your applicable License Certificate.

2. Who “You” Are

In this BULA, “You” refers to a business, government agency, nonprofit organization, academic institution, or other group or entity (each, a “Business Customer”) and any individuals authorized to act on its behalf. All references to “You” or “Your” include both the Business Customer and its Users (as defined below).

If you are accepting this BULA on behalf of a Business Customer, you represent and warrant that you are authorized to bind that organization to this BULA.

3. Accepting the Terms

By clicking “I Accept,” or by downloading, installing, or using the Software or Documentation, You confirm that:

  • You have reviewed and understood this BULA;
  • You accept and agree to be bound by its terms on behalf of the Business Customer;
  • You have the legal authority to enter into this BULA, including the arbitration provision herein.

If you do not agree, click “Decline,” immediately stop any installation or access, and delete any copies of the Software. You understand that declining means You will not be able to access or use the Software in any way.

4. Structure of this BULA

This BULA consists of:

  • Part I – General Terms: These terms apply to all Software and Documentation.
  • Part II – Specific Terms: These terms apply to specific Software and its Documentation.

If there is any conflict between the General Terms (Part I) and the Specific Terms (Part II), the Specific Terms will govern with respect to that Software.

PART I: GENERAL TERMS

1. LICENSE TYPES

The Software is licensed not sold. Depending on the type of Software, You may obtain a license from Us to use such Software on a limited fixed term basis ("Subscription License") or on a perpetual basis ("Perpetual License") to the extent available for such Software. Unless You have entered into a Support Agreement (as defined below) with Us that entitles You to downgrade to earlier versions or to receive upgraded versions of the Software, a Perpetual License entitles You to use only the version of the Software that the License Certificate (as defined below) specifies.

2. LICENSE RESTRICTIONS

You shall not, directly or indirectly, or permit any User to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software or any license keys You have obtained; (b) copy, frame, mirror, display, modify, translate, adapt, or create derivative works of the Software, Documentation, or any license keys that You have obtained in any way (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case You agree to first contact Us and provide Us an opportunity to create such changes as are needed for interoperability purposes); (c) sublicense, rent, lease, distribute, sell, resell, assign, transmit, or otherwise transfer the Software or any copy thereof (except as otherwise specified in the General Terms of this BULA); (d) use the Software for timesharing purposes or otherwise for the benefit of any other person or entity; (e) remove, alter, or obscure any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection mechanism included with the Software; (f) use the Software for any purpose other than its intended purpose; (g) use the Software to attempt to gain or gain unauthorized access to any cloud computing service provided by Us or Our related systems or networks or to circumvent the security or interfere with the proper working of the Software or conduct penetration testing or introduce or subject the Software 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; (h) separate and run parts of Software on more than one device, upgrade or downgrade parts of any Software at different times, or transfer parts of any Software separately; (i) hack or modify any license key, or otherwise attempt to avoid or change any license registration process; (j) disclose to or permit any third party (other than Users (as defined below)) to access the Software; (k) use the Software for any illicit or prohibited purposes or as a means to infringe any third party rights; (l) 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 Software or its contents; (m) perform or disclose any performance, benchmark, availability or vulnerability testing of the Software; (n) use the Software, Documentation or any data derived from the Software to develop, train, or improve any artificial intelligence, machine learning or other data model without Our express prior written consent; and (o) bypass any technological protection measures or license-key limits placed on the Software. You agree to abide by the Acceptable Use Policy ("AUP"), available at https://www.parallels.com/about/legal/cloud-solutions-acceptable-use-policy/ (or any successor site).

3. USERS

You shall ensure that all Users' use of the Software and Documentation is in accordance with this BULA and the AUP and shall be responsible for the compliance of Your Users with the terms of this BULA and AUP as if such User were a party hereto. By "Users", We mean an individual who is an agent, employee, contractor, or temporary worker of Business Customer.

4. DELIVERY, INSTALLATION & ACTIVATION

Unless You are installing licensed copies of the Software from a physical medium, We will make such copies available to You for activation and/or download. You are responsible for creating and maintaining the confidentiality of Your and Your Users' usernames and passwords, including those You use to access any online account with us, to activate or to download a licensed copy. You are responsible for all activity with respect to Your usernames and passwords and for downloading and installing the licensed copies of the Software.

5. CHANGES

We may, from time to time, revise, update and/or otherwise change this BULA ("Changes"). Such Changes shall be effective immediately; provided however, for Business Customers who have licenses to use the Software as of the date such Changes are made, such Changes shall, unless otherwise stated, be effective 30 days after posting online. Your continued use of the Software and/or Documentation following any Changes, constitutes Your acceptance of such Changes. We may, but are not obligated to, notify You of Changes by email, using the email address You provided to Us at the time You purchased a Software license. However, it is Your responsibility to regularly check Our websites at www.parallels.com (or any successor link) ("Website") to review any Changes to the current BULA.

6. SUPPORT

6.1. Subject to Your continued compliance with the terms of this BULA, the purchase of a Subscription License or a Perpetual License will entitle You to receive free-of charge: (i) electronic web-based support including the on-line tools as set out in www.parallels.com/support/ (or any successor site); and (ii) for qualifying Software, during Our normal business hours, live support regarding basic installation and configuration issues. We have no obligation to provide any support to Software that falls outside of the supported versions as specified in the support lifecycle of the applicable Software. We reserve the right to change the scope of free support We provide and the applicable terms and conditions of such support at any time in Our sole discretion and without notice to You. You acknowledge that We have no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this BULA does not give You any rights in or to any of the foregoing.

6.2. We may also offer additional support and/or maintenance services for certain Software under the terms of a separate agreement ("Support Services"). If You purchase Support Services with the Software or Your Subscription License includes Support Services, such services will be provided to You pursuant to the terms and conditions of a separate agreement which are hereby incorporated by reference ("Support Agreement") and the Specific Terms of the Software. If You have a Perpetual License and want Support Services, you can elect to pay for and receive such Support Services in accordance with the Specific Terms for the relevant Software and the terms and conditions of the separate Support Agreement. We reserve the right to amend, modify, suspend, or terminate Our support and/or maintenance policies at any time.

7. SUNSETTED SOFTWARE

We may sunset / discontinue any Software ("Sunsetted Software"), in part or in whole, at any time, by providing written notice. If You prepaid a fee for a Subscription License for Software that We sunset before the expiration of Your then-current Subscription License, We will use commercially reasonable efforts to transition You to substantially similar Software. Notwithstanding anything to the contrary in this BULA, no Subscription Licenses for Sunsetted Software will be renewed. If You have purchased a Perpetual License for the Sunsetted Software, then subject to the terms of this BULA, You may continue to use the then-current version of that Sunsetted Software indefinitely provided, however, that We will have no obligation to provide support services after the date of sunsetting the Software.

8. WARRANTY; DISCLAIMER OF WARRANTIES

8.1. We warrant that the physical media on which the Software is distributed, if applicable, will be free from defects, and that the Software shall conform substantially to the description in its Documentation for the first thirty (30) days following the date of Your purchase ("Warranty Period") when used in an environment that We support, in accordance with the Specific Terms, unless otherwise required by applicable law. If the physical media on which the Software is distributed is defective, Your sole and exclusive remedy will be for Us to replace the defective media, and You shall only be entitled to such remedy if You return such defective media to Us within the Warranty Period. If the Software contains defects, Your sole and exclusive remedy will be for Us, at Our option and sole discretion, (a) to use commercially reasonable efforts to correct the defects in the Software or (b) to replace the defective Software. Defects in the Software mean that the Software does not substantially conform to the description in its Documentation. If We are unable to correct or replace the defective Software, You may discontinue Your use of the licensed Software and terminate Your license to the Software. The above remedies for defects in the media and/or Software are Our sole and entire liability under this BULA. Our limited warranty obligations under this section are subject to the following conditions: (a) the Software must have been properly installed and used in accordance with the instructions in its Documentation; (b) no modification, alteration, or addition has been made to the Software by persons other than Us or Our authorized representative(s); and (c) We receive (i) written notice of the non-conformity; or (ii) the defective physical media, as applicable, within the Warranty Period.

8.2. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SOFTWARE AND ANY SUPPORT SERVICE WE PROVIDE IN CONNECTION WITH SUCH SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY SUPPORT SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR USE OF ANY SUPPORT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. OUR LIMITED WARRANTY OBLIGATIONS UNDER THIS SECTION DO NOT APPLY TO ANY SOFTWARE OR SUPPORT THAT WE LICENSE OR PROVIDE TO YOU FREE OF CHARGE INCLUDING FOR EXAMPLE SOFTWARE THAT YOU OBTAIN FROM US FOR EVALUATION AND/OR TRIAL PURPOSES. WHERE YOU OBTAIN SUCH SOFTWARE OR SUPPORT SERVICE FREE OF CHARGE, YOU ARE DOING SO WITHOUT ANY WARRANTY WHATSOEVER AND YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SUPPORT SERVICES WILL BE AT YOUR OWN RISK. THE SOFTWARE MAY 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) OR THIRD-PARTY SOFTWARE (AS DEFINED BELOW). WE MAKE NO WARRANTIES WITH RESPECT TO OPEN SOURCE MATERIALS OR THIRD PARTY SOFTWARE CONTAINED IN THE SOFTWARE. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND WE EXPRESSLY ARE NOT AND WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH PROBLEMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8.3. You acknowledge that the Software (including any accompanying Documentation or deliverables) is not designed, intended, or warranted for use in the operation of online control equipment in hazardous environments requiring fail-safe performance such as but not limited to nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life-support machines, or weapons systems where failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. You agree that We shall have no liability arising from any such use of the Software in such high risk activities.

9. INDEMNIFICATION

You agree to indemnify and hold Us, Our affiliates and subsidiaries, and each of Our and their respective past and present officers, directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) Your use or misuse of the Software or Documentation or any component thereof other than as permitted under this BULA; (b) Your breach of the BULA; (c) Your infringement, misappropriation or violation of any intellectual property or other rights of another person or entity; or (d) any content originated or stored by You.

10. LIMITATION OF LIABILITIES

10.1. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR SUBSIDIARIES OR ANY OF OUR OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS OR SERVICE PROVIDERS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST REVENUE OR PROFIT OR LOSS OF BUSINESS OPPORTUNITIES, 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 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, OR OTHER SUCH PECUNIARY LOSS HOWEVER CAUSED, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS BULA OR ANY MAINTENANCE OR SUPPORT SERVICES AGREEMENT RELATED THERETO, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT OR OTHERWISE) WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. IN NO EVENT WILL WE, OUR AFFILIATES' AND OUR SUBSIDIARIES`, INCLUDING ANY OF OUR OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS BULA OR ITS SUBJECT MATTER OR ANY MAINTENANCE OR SUPPORT SERVICES AGREEMENT RELATED THERETO, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE FEES PAID TO US UNDER THE BULA FOR UP TO THREE (3) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

10.4. If any above provision or provisions under this section shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

11. U.S. 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 a license to 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 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 BULA 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. EXPORT CONTROLS

The Software is subject to U.S. export control laws, including the U.S. Export Reform Controls Act and associated regulations and may be subject to other U.S. and non-U.S. laws and regulations governing the export of software by physical and electronic means. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations (such as embargoed or otherwise restricted countries and territories, including, without limitation, Afghanistan, Belarus, Iran, Cuba, North Korea, Syria, the Russian Federation, and the Crimea, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR), Zaporizhzhia and Kherson regions of Ukraine), end users (such as sanctioned or restricted parties or military end users), and end uses (such as military end uses). You may not use, export, re-export, import, sell or transfer the Software except as permitted by U.S. law, the laws of the jurisdiction in which You obtained the Software, and any other applicable laws and regulations. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You, including your officers, directors, agents, and employees, are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable U.S. and non-U.S. laws that apply to Us as well as end-user, end-use, and destination restrictions imposed by U.S. and/or non-U.S. governments. You also agree that You will not use the Software for any other purposes prohibited by U.S. or non-U.S. law.

13. GOVERNING LAW AND JURISDICTION

13.1. If You are 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") or Switzerland, then (a) this BULA 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 BULA which We and You have 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.

13.2. To help resolve any issues between us promptly and directly, You and We agree to begin any arbitration within one year after a Dispute arises; otherwise, the claim is waived. You and We also agree to arbitrate in each of Our individual capacities only, not as a representative or member of a class, and each of us 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. We and You 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, YOU HEREBY IRREVOCABLY AND EXPRESSLY WAIVE 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 BULA, THE SOFTWARE, OR ANY DISPUTE BETWEEN YOU AND US.

13.3. If You are domiciled inside the EEA or Switzerland, then (a) this BULA 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.

13.4. This BULA 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.

14. NOTICE

WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL; (2) ON THIS PAGE (AS APPLICABLE) OR A SIMILAR PAGE OF OUR WEBSITE; OR (3) VIA THE SOFTWARE. You agree to provide accurate, current, and complete information as necessary for Us to communicate with You regarding the Software, to issue invoices or accept payment, or to contact You for related purposes. The delivery of any notice is effective when sent or posted, regardless of whether You read the notice or actually receive the delivery. You can withdraw Your consent to receive notices electronically by discontinuing Your use of the Software.

15. COMMUNICATIONS FROM US

If You use Our Software, We may communicate with You via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with Our Privacy Statement (available at https://www.parallels.com/about/legal/privacy). You agree that any notices, agreements, disclosures or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

16. COMPLIANCE WITH LAWS

You agree to use the Software and Documentation in compliance with all applicable laws, including local laws of the country or region where You conduct Your business, and in compliance with all applicable export laws and regulations. You shall not use the Software or Documentation for any purpose prohibited by applicable law.

17. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software and the Documentation are proprietary to Us, and that We retain all rights, title, and interest in and to the Software and Documentation, and all work products, derivative works, developments, inventions, technology or materials (including all related components) provided under or otherwise in connection with the Software. This includes all modifications, enhancements and derivative works, as well as all related intellectual property rights, such as copyrights, trade secrets, patents, trademarks and any associated registrations, applications, renewals, and extensions. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software and its Documentation. You are not granted any rights, license or interest to any of Our trademarks or service marks. You may not modify or create derivative works based upon the Software or Documentation.

18. THIRD-PARTY SOFTWARE AND TECHNOLOGY

18.1. The Software may include various third-party software components or software services ("Third-Party Software"), which are provided under separate license terms (the "Third-Party Terms"), as detailed in the Third-Party Licensing Information available here Legal Notices | Parallels or on any successor site. We obtain such Third-Party Software from the respective owners "as is" for inclusion in the Software. You are permitted to use the Third-Party Software in conjunction with the Software, provided that such use is consistent with the terms of this BULA and the Third-Party Terms applicable to such Third-Party Software. Your use of Third-Party Software outside the scope of this BULA may be strictly prohibited and permission may be required to use such Third-Party Software from the respective owners in accordance with the Third-Party Terms. You may have broader rights to use the Third-Party Software under the applicable Third-Party Terms. Nothing in this BULA is intended to impose further restrictions on Your use of the Third-Party Software in accordance with any Third-Party Terms. The Software may also enable interoperation with certain other third-party operating systems and applications. We do not provide You with any licenses in respect of such third-party operating systems and applications and it is solely Your responsibility to obtain all such necessary 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, Apace or public domain licenses, or similar license). We make no warranties and provide no indemnities with respect to Open-Source materials contained in the Software.

18.2. The Software may allow, facilitate, or enable the use of, or interoperation with, third-party software components, technologies, operating systems, applications and/or services (collectively "Third-Party Technologies"), which You may choose to install, access, upload, store, transfer or process through the Software. No licenses or rights to use such Third-Party Technologies are granted under this Agreement, and You are solely responsible for obtaining, at Your own expense, all necessary rights, licenses, consents, and permissions from the applicable third-party vendors. You fully assume all risks and liabilities arising from the installation, configuration, interoperation, or use of any Third-Party Technologies with the Software. We expressly disclaim, and shall have no responsibility, obligation, or liability for, any errors, malfunctions, incompatibilities, performance degradation, security vulnerabilities, data loss, or other issues caused by or related to Third-Party Technologies. All such issues are excluded from Our support, maintenance, warranty, or other obligations under this Agreement.

19. CONTENT

19.1. You own and are responsible for data, information, material or other content, including maps, contacts, and files, that You create or that Your Users have created for You resulting from the use of Our Software or that You or Your Users store within the Software ("Content"). You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Your Content. You agree that any loss or damage of any kind that occurs as a result of the use of any Content that You or Your Users create or have created, store, upload, post, share, transmit, display or otherwise make available through Your or Your User's use of the Software is solely Your responsibility and you will indemnify Us from any third-party claims in relation to the Content in accordance with the Indemnification section.

19.2. You and Your Users shall not include in the Content, or otherwise create, store, upload, post, share, transmit, display, or make available through the Software, any Content that is sensitive, confidential, classified, or otherwise subject to heightened security requirements under applicable law or regulation (collectively, “Restricted Information”) without Our prior written consent. You acknowledge that the Software is not designed to meet heightened security standards for such Restricted Information, and that We disclaim any responsibility or liability arising from the inclusion of any Restricted Information in the Content or Software in violation of this section.

20. UPDATES

20.1. We may, from time to time, make available updates, bug fixes, feature enhancements, or improvements ("Updates") for the Software. Unless otherwise specified, Updates will be provided at no additional charge to customers who are current in payment of applicable fees. Updates do not include new products or options that We designate as separately priced offerings. Updates may be (i) made available by Us for You to download and install manually, or (ii) downloaded and installed automatically on the devices under Your control or possession based on the Software’s settings. Unless you have opted out as permitted below, you consent to receive Updates automatically if the Software is configured to do so. If You do not want to receive automatic Updates, You must notify Us of Your choice, and, where the Software permits, disable the function that allows for automatic Updates. If you opt out of automatic Updates, You remain responsible for manually downloading and installing any Updates We make available. If an Update is not installed, You may not receive the full benefit of the Software or the Software may not perform properly. We have no obligation to provide any support to the Software without the installation of such Updates. We also have 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 Software under license, to replace technologies that may infringe third-party intellectual property rights, or for any other reason of similar significance to Us ("Mandatory Updates"), We will deliver such Mandatory Update to You along with a notice that the Update is a Mandatory Update. You shall promptly install the Mandatory Updates, but in any event no later than ten (10) business days after receipt. Your failure to timely install Mandatory Updates may result in the termination or suspension of Your license(s) for affected 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.

20.2. We may also, from time to time, perform scheduled maintenance of the infrastructure and programming used to provide the Software, during which time You may experience some disruption to that Software or any associated accounts or services. Whenever reasonably practicable, We will provide You with advance notice of such maintenance. You acknowledge that, from time to time, We may need to perform emergency maintenance without providing You advance notice, during which time We may temporarily suspend Your access to, and use of, the Software or any associated accounts or services.

21. LICENSE COMPLIANCE

You understand and acknowledge that We may, through a reporting function in the Software, remotely monitor the operation and usage of the Software for Our technical, operational and legal purposes, including for verifying compliance with the terms of this BULA ("Verification"). You agree to facilitate such Verification including taking all actions to ensure that any firewall ports (as applicable) are open, and to notify Us if there are any operational issues that could prevent the Verification. You warrant that You have obtained all necessary consents and licenses for such Verification, including any and all consents and licenses for the use of data and information related to Your or the Users' use of the Software.

22. CONFIDENTIALITY

All non-public, confidential, or proprietary information of Ours, including, but not limited to all Software license keys, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts, and rebates, disclosed by Us to You, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" ("Confidential Information") is confidential and may not be used, disclosed, or copied unless We authorize that in writing. Upon Our request, You shall promptly return or destroy all documents and other materials received from Us comprising, bearing, or containing any Confidential Information. We shall be entitled to injunctive relief for any violation of this section. You shall promptly report to Us any actual or suspected violation of the terms of this section, and shall take all reasonable steps to prevent, control, or remedy such violation. Confidential Information shall not include information that You can conclusively establish: (a) is or has become publicly available without breach of this BULA; (b) was rightfully known to You prior to Your receipt from Us; (c) is or was rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (d) was developed by You without reference or reliance to any of Our Confidential Information. If You become legally compelled to disclose any Confidential Information, You shall provide, where permitted by law, prompt written notice of such requirement so that We may seek, at Our cost and expense, a protective order or other remedy; and reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, You remain legally required to disclose any Confidential Information, You shall disclose no more than that portion of Confidential Information that, on the advice of Your legal counsel, You are legally required to disclose.

23. PUBLICITY

We, Our affiliates and Our subsidiaries may use Your name and logo (if any) on client lists in various forms (e.g., printed, online, etc.) and in other marketing and sales collateral, and may modify, adapt, or create derivative works from such materials, for the sole purpose of identifying You as Our customer. We will make good faith efforts to correct any errors of usage that You bring to Our attention in a commercially reasonable timeframe. We, Our affiliates and Our subsidiaries may use Your name, logo (if any), website link, quote, testimonials, and any other information that You 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 Your use of the Software. We, Our affiliates and Our subsidiaries may publish and freely distribute all such information, quote(s), testimonials or input, without seeking further approval from You; provided, however that We will never broadly publish any personally identifiable information other than Your name without Your prior written consent. We are not obligated to publish or otherwise use any information or logo that You may provide. The rights that You grant to Us, Our affiliates and Our subsidiaries under this section are without any fee or royalty.

24. RIGHT TO USE DATA

You agree, and shall ensure that all Users acknowledge and agree that We may collect data and related information, including but not limited to technical information about Your devices, systems and application software, and peripherals, related to Your use of the Software, and may use this information to provide services to You and to operate, provide, improve, and develop Our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of Our products, services, and technologies, for diagnostic, management, research and development purposes, to verify a valid registration for anti-piracy purposes, to identify if new Updates for the Software are available for Your devices prior to sending You a notice to install a new Software update and for any other purposes described in this BULA, the Privacy Statement (available at https://www.parallels.com/about/legal/privacy), and the Cookies Notice (available at https://www.parallels.com/cookie-policy/ ). You also consent to the processing of personal information by Us and Our agents to facilitate the subject matter of this BULA and any orders for the purchase of Software licenses We receive from You. You will obtain all required consents from third parties (including Your affiliates, Users, contacts, administrators, and employees) under applicable privacy and data protection law before providing personal information to Us. Personal information collected under this BULA will be subject to Our Privacy Policy.

25. DATA PROTECTION ADDENDUM

Our Data Protection Addendum is available at https://www.parallels.com/data-protection-addendum/ or any successor site (the “DPA”) and is incorporated into this BULA by reference.

26. SURVIVAL

Any provisions herein that by their nature should reasonably survive shall survive the expiry or termination of any Software licenses. Such provisions include but are not limited to Limitation of Liability, Warranty, Intellectual Property Rights, Indemnification, Data Use Rights, Governing Law and Jurisdiction.

27. FEEDBACK

You have no obligation to provide Us with ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentations, proposals and/or any other material ("Feedback"). However, if You submit Feedback to Us, while You retain ownership of such Feedback, You hereby grant Us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license to use and otherwise exploit Your Feedback for any purpose worldwide. In addition, You waive any "moral rights" in and to the Feedback and agree that We may use, copy, modify, distribute, and sublicense Feedback without restriction or compensation, to the extent permitted by applicable law. Further, by submitting Feedback, You represent and warrant that (i) Your Feedback does not contain the confidential or proprietary information that belongs to any third parties; (ii) We are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) We may have something similar to the Feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from Us for the Feedback under any circumstances.

28. ENTIRE AGREEMENT

Except for any separate agreement which We enter with You for Support Services, this BULA is the entire agreement between You and Us and supersedes any other communications or advertisements with respect to the Software and Documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If We have provided You with a translation of the English language version of this BULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this BULA will be legally binding on You. The English language version of this BULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.

29. SEVERABILITY

If any term or provision of the BULA is invalid, illegal or unenforceable in any jurisdiction: (a) the validity, legality and enforceability of the remaining provisions shall remain in full force and effect; (b) such invalidity, illegality or unenforceability shall not extend to any other jurisdiction; and (c) such invalidity, illegality or unenforceability shall not affect any other term or provision of the BULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

30. HEADINGS

Headings under the BULA are intended only for convenience and shall not affect the interpretation of the BULA.

31. WAIVER AND AMENDMENT/MODIFICATION

No failure of either party to exercise or enforce any of its rights under this BULA will act as a waiver of those rights. This BULA may be only modified in accordance with the section titled "Changes".

32. ASSIGNMENT AND TRANSFER

32.1. We may assign this BULA in whole or in part. In the event of a merger, acquisition, sale or corporate transaction involving Us or Our affiliates or subsidiaries, Your continued use of the Software signifies Your agreement to be bound by the agreements and policies of the subsequent owner, if any. You may not assign any Subscription License, or any Perpetual License (except as set out under this Section) at any time. Subject to the restrictions in this Section, You may assign only fully-paid Perpetual Licenses for which You have acquired additional paid Support Services beyond the free support set forth in this BULA, and such assignment is made in connection with the transfer of hardware or employees to whom licensed copies of the Software have been assigned as part of (a) Your sale, merger, reorganization or privatization; or (b) a consolidation involving You. Upon such transfer, You must immediately uninstall the Software from all devices under Your control or possession and discontinue using the transferred licensed copies. You must notify Us of a transfer of a Perpetual License prior to such transfer by completing and sending Us a license transfer form, which can be obtained directly from Us. No transfer of any license will be valid unless the transferee agrees in writing to be bound by the terms of this BULA with respect to the Software for which the licenses are being transferred. You must provide Us proof of the transferee's written agreement for Our records along with the transfer notice form prior to any transfer.

32.2. If You obtained Your Perpetual License to the Software in a Member State of the European Union or the European Economic Area, and Your place of business is in a Member State of the European Union or the European Economic Area, then the limitations in this section pertaining to the transfer of such a Perpetual Software License shall not apply to You. In such a case, You may sell or resell the original copy of the Software in Your possession or under Your control subject to the following conditions:

  1. The Software was lawfully placed on the marked within the EEA by Us or with Our consent.
  2. If You resell Your Perpetual License and transfer the original copy of the Software to the new buyer, You must destroy and make each individual copy of the Software You ever had useless.
  3. You must provide the new buyer with the information necessary to determine the extent of proper use.

32.3. Should You not be the lawful first buyer of the Perpetual License for the Software, You are only entitled to use the Software if You lawfully acquired the original copy in accordance with this BULA. As a lawful subsequent buyer of a Perpetual License, Your rights to use the Software are at all times defined and restricted by the terms and conditions of this BULA.

32.4. Any transfer not made in compliance with this section will be void.

33. COMPATIBILITY

Some Software versions may not be compatible with various computer operating systems and We may not release Updates establishing compatibility. The Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This BULA remains effective with such incorporation. Certain Third-Party Software or Third-Party Technologies bundled with the Software may require Your explicit acceptance of the applicable third-party license agreement. We make no representations or warranties regarding the compatibility, functionality, or performance of any Third-Party Software or Third-Party Technologies, which are provided "as-is." Incompatibility or issues with Third-Party Software or Third-Party Technologies will not entitle You to any refund, credit, or other compensation.

34. EVALUATION SOFTWARE

If the Software is identified as a demonstration, evaluation, or trial version in the applicable Documentation, License Certificate or Software, You may install and use the Software solely for evaluation and/or demonstration purposes. Unless expressly authorized by Us, You may not use the Software for competitive analysis, commercial, professional, or other for-profit activities. You may use the Software only for the period specified in the License Certificate (the “Trial Period”). If no Trial Period is specified, You may use the Software for 30 days from the date You first access it. At the end of the Trial Period, You must either stop using the Software or purchase a license to continue use. If You do not purchase a license, Your authorization to use the Software will automatically expire, and You must immediately cease use and delete all electronic copies of the Software, including any Documentation provided as part of the evaluation, from all devices. Any attempt to bypass or circumvent the expiration date, Trial Period, or other technological enforcement measures is a material breach of this BULA and will result in immediate suspension or termination of Your license to use the Software. You acknowledge that demonstration, evaluation, or trial versions may be incomplete or contain errors and may lack some functionality or features of the commercial version. Unless otherwise agreed in writing or required by applicable law, these versions are provided “AS-IS,” without any express or implied warranties, indemnities or support obligations. Our total cumulative liability related to any demonstration, evaluation, or trial version shall not exceed US $10.

35. FORCE MAJEURE

We shall not be liable for any failure or delay in the performance of Our obligations under this BULA to the extent such failure or delay is a result of 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 You or third parties under Your control, or any other cause beyond Our reasonable control. In such cases, We will use reasonable efforts to mitigate the effect of any such event. Our failure or delay in performance shall not relieve You of Your payment obligations. If such event continues for more than one (1) calendar month, either party may terminate this BULA with respect to services not yet performed or products not yet provided upon written notice. Upon such termination, You must immediately pay Us any outstanding amounts owed.

36. THIRD PARTY BENEFICIARY

Our affiliates and licensors shall be a direct and intended third party beneficiary of this BULA. Such third parties are entitled to enforce the terms of this BULA directly against You.

37. AUDIT & COMPLIANCE

37.1. You must keep records relating to all use, installation, and deployment of Software throughout Your organization and/or through a Virtualization Environment (as defined in the relevant Specific Terms). We have the right, at Our expense, to audit these records to verify Your compliance with this BULA and the scope of license granted to You under the Specific Terms. This audit may be conducted at any time during the terms of Your Subscription Licenses and for two years thereafter and/or the terms of Your Perpetual Licenses and for two years following any termination but shall not be conducted more than once annually unless an audit reveals unlicensed use. In such case, We may conduct verification as frequently as quarterly for the subsequent annual period.

37.2. Our audit and verification process will require You to provide, within thirty (30) days of Our request, (a) information on all Software installed or deployed by or at Your direction; (b) all valid purchase documentation for all licensed copies of the Software; and (c) any other information as We may reasonably request. Any verification may include an onsite audit conducted at Your relevant places of business upon thirty (30) days' prior notice, during regular business hours, which will not unduly interfere with Your business activities. Any information collected in the audit will be used solely for the purposes of determining compliance.

37.3. If the audit and verification shows that You are deploying, installing, or using the Software: (a) beyond the quantity that was licensed; or (b) in any way not permitted under this BULA, so that additional fees apply, You must pay the additional license fees, any applicable maintenance fees, interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and all expenses of recovery, within thirty (30) days after the invoice date. If an audit reveals unlicensed use exceeding five percent (5%) of licensed quantities, You shall reimburse Us for all audit costs in addition to paying applicable fees, interest and penalties. We may suspend or disable the Software immediately upon discovery of material noncompliance. By exercising the rights and procedures described in this section, We do not waive Our rights to enforce this BULA or to protect Our intellectual property by any other means permitted by law.

37.4. Our audit and collection of any data and information with respect to Your use, installation, and deployment of Software throughout Your organization shall be subject to the privacy terms specified in Our Privacy Policy. The audit rights set out under this section shall survive for two (2) years past the expiry or termination of the applicable license.

38. PRICING, PAYMENT & RENEWAL

Our fees for licensing the Software directly from Us in accordance with this BULA and for purchasing any Support Services are available on Our Website and are subject to change at any time or maybe communicated to You by Us or our channel partner ("Fees"). Unless You have purchased a license or Support Services through one of Our channel partners, We (or Our payments collection agent) will charge the Fees to Your payment method and send You a receipt to Your email address. We or our channel partner will also share with You a license certificate that specifies the type of license(s)(Subscription or Perpetual) You have purchased in accordance with Your submitted order, what versions and editions of the Software are being licensed, the term of Your license(s), the number of permitted Users and/or devices on which or from which the Software may be deployed or used, the type of support service and term of such service (if any), the Fees charged, taxes applicable, the license key(s) (depending on which Software You are licensing) to activate the Software, and any other terms specific to the Software in question ("License Certificate"). Without prejudice to mandatory law all amounts payable under this BULA are non-refundable and without set-off or counterclaim. Unless any Specific Terms provide for automatic renewals of Subscription Licenses or Support Services, We or Our payments collection agent may send You one or more renewal reminders to renew Your Subscription License(s) or the term of Your Support Services before the expiry of its/their current term ("Expiry").

39. TAXES

All Fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of the BULA or Your purchase or use of the Software or any Support Services. If You are required to pay or withhold any tax in respect of any fees due to Us, you shall gross up payments actually made so that We will receive amounts due in full free of any deduction for such tax. To the extent necessary, You shall first coordinate with Us such that a reduced rate under the applicable income tax treaty may be achieved in advance of any payment made to Us. Where so required, You shall also promptly deliver to Us receipts issued by the appropriate government authority and cooperate with Us as other details may be required in connection with Us obtaining a credit in Our home country for such withholding taxes. Notwithstanding the foregoing, sales tax, goods and services tax (GST) or value-added tax (VAT) may be charged in accordance with applicable laws and regulations. You confirm that We can rely on the "bill to" name and address You have provided at the time of ordering or paying for the Software license and/or Support Services ("Bill to Name and Address") as being the place of supply for sales and income tax purposes. Where We are making a supply of services under Article 44 of VAT Directive 2006/112/EC, You confirm that We can rely on the Bill to Name and Address You provided to Us as being the place of supply for VAT purposes. You shall reimburse Us for the amount of any such taxes or duties which We have paid or incurred directly as a result of Our transactions with You, and You agree that We may charge any such reimbursable taxes to any payment method You have used to pay the associated Fees.

40. EXPIRY, RESALE AND TERMINATION OF LICENSES

40.1. In addition to any other termination provisions set forth herein, all of Your rights to the Software under this BULA automatically terminate, without further notice, upon the earliest of the following events: (a) You have a Subscription License it reaches Expiry without timely renewal; (b) You assign or transfer your fully paid Perpetual License(s) in accordance with the above Assignment and Transfer provision ("Transfer") and have no other active Subscription License(s) or Perpetual License(s); or (c) You convert Your Perpetual License to a Subscription License ("Transition") after Our offer and Your acceptance. Upon such Transition, You must de-install and destroy all copies of the Software You obtained under Your Perpetual Licenses and certify in writing to Us that You have done so.

40.2. We also reserve the right to terminate Your license(s) to the Software with immediate effect upon written notice to You ("Termination") if You materially breach this BULA and such breach: (i) is incapable of being remedied; or (ii) remains unremedied for thirty (30) days after Your receipt of written notice of breach from Us. We may suspend or disable the Software immediately if necessary to prevent ongoing or imminent harm to Our rights or systems.

40.3. Upon Expiry, Transfer or Termination, You must promptly: (a) uninstall, discontinue using and destroy all copies of the Software in Your possession or under Your control; (b) return or destroy all documents, license keys and other materials received from Us comprising, bearing, or containing any Confidential Information; and (c) certify to Us in writing that You have performed Your obligations under (a) and (b) above. Except as otherwise stated herein, provisions of this BULA which by their nature should reasonably survive will survive Expiry, Transfer or Termination, including but not limited to provisions on Intellectual Property, Data Use, Limitations of Liability, Indemnification and Governing Law.

41. INDEPENDENT PARTIES

This BULA shall not create any agency, partnership, joint venture, franchise, or any other form of legal association. Neither party shall have any right, power or authority to assume, create or incur any expenses, liability or obligation, express or implied, on behalf of the other.

42. REMEDIES

Without waiving any remedy under this BULA, We may seek interim or provisional equitable relief and specific performance from any court of competent jurisdiction if such action is necessary to avoid irreparable harm, preserve the status quo, or preserve and protect the subject matter of the Dispute. Our remedies under this BULA are cumulative.

PART II: SPECIFIC TERMS

These Specific Terms apply to any version of the Software listed below that We make available under these brand names on any platform or any operating systems.

  • Parallels Desktop For Mac Business Edition
  • Parallels Desktop For Mac Enterprise Edition
  • Parallels Toolbox Business Edition

1. SOFTWARE COMMON TERMS

The following provisions under these Specific Terms shall apply to all Software listed herein.

1. License rights

We hereby grant You a limited, nonexclusive, nontransferable (except as set forth in the Section titled "Assignment" under the General Terms), non-sublicensable, revocable license to access and use the Software on Supported Environments solely in accordance with the Documentation.

For the purposes of the foregoing grant, "Supported Environments" mean the environments supported by Us for the Software, currently set forth in the Documentation accompanying the Software and/or as further set out in the product section for each Software listed under this Section D on the following site https://www.parallels.com/ or any successor site.

2. Parallels MyAccount

The Software requires mandatory registration of an online account with Us ("Your Account") at the following site (or successor site): https://my.parallels.com/register or in product at the time of Your first use of the Software. You must complete the process providing Us with accurate information. Your technical ability to use the Software is suspended until You complete such registration process.

3. Deployment

Under one Subscription License You may deploy the Software within Your legal entity and any of Your Affiliates (as defined below), provided that the Affiliate at which the Software is deployed accepts and agrees to comply with all of the terms of this BULA. Any attempt to deploy the Software in violation of this section shall be void. An Affiliate shall mean another legal entity that controls, is controlled by, or is under common control with, Your legal entity. Control for this purpose shall mean 50% or greater voting power. In complying with Your obligations under this provision, You shall also comply with and adhere to the Software installation, usage restrictions and License metrics limitations at all times.

3. SOFTWARE INDIVIDUAL TERMS

The following individual terms shall govern and apply according to the type of Software that You are licensing from Us under these Specific Terms as further set out below.

1. Individual Terms for Parallels Desktop for Mac Business Edition and Enterprise Edition

  1. Parallels Tools

    The Parallels Desktop Software includes Parallels Tools which are a suite of utilities and drivers which enhance the performance and functionality of Parallels' Desktop Virtual Machine. You may distribute and install Parallels Tools to enhance performance and functionality of Parallels Virtual Machines. For the purposes of this section: "Parallels Desktop Software" means the Software branded with "Parallels® Desktop for Mac", and "Parallels Desktop Virtual Machine" means a set of computer files which the Parallels Desktop Software uses to provide the data necessary for the Software to create and operate a computing environment with an operating system which simulate that of an actual computer.

  2. Licensing metrics

    The Parallels Desktop Software is only available under Subscription Licenses. A Subscription License allows You to:

    1. for Parallels Desktop Business Edition:

      Install a single copy of the Parallels Desktop Software on as many computing devices as the Subscription License permits. Each Parallels Desktop Software so installed will allow the running of multiple Parallels Desktop Virtual Machines on each device.

    2. for Parallels Desktop Enterprise Edition exercise the following options:

      a. Install a single copy of the Parallels Desktop Software on as many computing devices as the Subscription License permits. Each Parallels Desktop Software so installed will allow the running of multiple Parallels Desktop Virtual Machines on each device.

      OR

      b. Enable the running and operation of the Parallels Desktop Software for as many Devices or Users as the Subscription License permits. Each Parallels Desktop Software so enabled will allow the running of multiple Parallels Desktop Virtual Machines for a User or on a Device.

The License Certificate You receive will confirm the option(s) You chose in Your purchase order(s).

2. Individual Terms for Parallels Toolbox Business Edition

Licensing metrics

  1. The Software is available as Subscription Licenses only. Subject to the conditions set out under this section, each license key allows You to install, activate and use a single copy of the Software on:
    1. as many computing devices owned, leased, or otherwise controlled by You, as permitted by Your license key ("Permitted Devices"); and
    2. a Parallels' Desktop Virtual Machine.
  2. Should You wish to activate and use the Software on any additional computing devices in excess of the number of Permitted Devices ("Additional Permitted Devices") You may:
    1. purchase a new license key for such activation and use of the Software on the desired number of Additional Permitted Devices; or
    2. use Your existing license key for such activation and use of the Software on the Additional Permitted Devices provided that You deactivate the Software from the equivalent number of Permitted Devices.
  3. For the purposes of this section, a "Parallels Desktop Virtual Machine" is a set of primary computer files which Parallels Desktop Software uses to provide the data necessary for the Software to create and operate a computing environment with an operating system which simulates that of an actual computer.

UPDATE

This BULA is current as of December 15, 2025.