End user agreement for N-able PWDManager
N-able Technologies SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE READ BEFORE INSTALLING AND USING THE SOFTWARE
The following SOFTWARE LICENSE AGREEMENT ("Agreement") constitutes a binding and
enforceable license between the licensee of the Software ("Licensee") and N-able
Licensee signifies its unqualified acceptance of the terms of this license upon installation
of the Software.
For that reason, the terms and conditions license is set out below for Licensee's review.
If Licensee wishes to obtain independent professional advice concerning this license,
Licensee must do so BEFORE INSTALLING THE SOFTWARE.
If Licensee does not wish to be bound by this Agreement, Licensee
SHOULD NOT INSTALL THE SOFTWARE.
DESTROY ALL COPIES OF THE SOFTWARE and/or
DELETE FROM ALL COMPUTER SYSTEMS ALL COPIES OF THE SOFTWARE.
The term "Software" shall mean all computer programs and related
documentation included with, or provided pursuant to, this Agreement.
GRANT OF LICENSE
N-able grants Licensee a limited, non-exclusive, non-transferable
License to use the Software subject to all of the terms
and conditions of this Agreement.
Such designated Licencee shall include, without limitation,
any and all network administrator using the Software who are
part-time or full- time employees, or any contractors to Licensee
and/or contractor's part-time or full-time employees.
TERM OF LICENSE
This Agreement shall be effective from the date of receipt of the
Software by the Licensee (the "Effective Date"), until termination.
N-able may terminate the license granted by this Agreement
forthwith upon breach by Licensee. Licensee may terminate the license
granted by this Agreement upon such breach by providing written notice
DESTRUCTION OF SOFTWARE
Upon termination of the license granted by this Agreement,
Licensee agrees to (i) destroy all copies of the Software, including
any copies of computer programs on magnetic media and any written
materials, and (ii) delete from all computer systems all copies of
USE OF SOFTWARE
The Software is completely unsupported and is offered on an "AS IS"
basis, and because of the various hardware and software environments
into which the Software may be installed and used,
NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.
N-able, at its sole option, may provide technical support or the
Licensee may purchase additional support related to the Software.
N-able policies and programs govern the definition, use and
availability of technical support.
The availability of and prices for technical support may be amended from
time to time, at N-able's sole discretion.
Any supplemental software code provided by N-able to Licensee shall be
considered part of the Software and subject to the terms and conditions
of this Agreement. N-able may use technical information that Licensee may
provide to N-able as part of technical support for its business purposes,
including for product support and development. N-able will not utilize
such technical information in a form that identifies the Licensee.
OWNERSHIP OF SOFTWARE
Licensee agrees that the creators and owners of the Software owns all
rights, title and interest, including but not limited to copyright, patent,
trade secret, and all other intellectual property rights, in the Software
and any changes, modifications or corrections to the Software.
Unauthorized copying or other reproduction by written, electronic, or any
other means whatsoever, without the prior express written consent of
N-able, is STRICTLY PROHIBITED.
No other rights are hereby granted to Licensee or implied.
Licensee may not rent, lease, time-share, sub-license, lend, transfer or
modify the Software, nor may Licensee reverse engineer, de-compile or
disassemble the Software.
Licensee agrees that this Agreement does not grant distribution rights to
the Software or the right to create derivative works of the Software,
in either source or object code form.
Under no circumstances will the license grant set forth be construed
as granting, by implication, estoppel or otherwise, a license to any
technology other than the Software.
N-able and the creators and owners of the Software reserve all rights
not expressly granted herein.
Acknowledgment of Trade Secrets. Licensee acknowledges that the Software
contains valuable trade secrets and confidential information owned by the
creators and owners of the Software, including but not limited to the
development status of the Software, the functionality of the Software,
the appearance, content and flow of the Software's screens, the method
and pattern of user interaction with the Software, and the content of the
RESTRICTION ON USE
Licensee acknowledges that the license grant is expressly conditioned upon
Licensee retaining in confidence all of the information and know-how
(described above) transmitted to Licensee by N-able that N-able has identified
as being proprietary and/or confidential to the creators and owners
of the Software, or that, by the nature of the circumstances surrounding the
disclosure, ought in good faith to be treated as proprietary and/or confidential
(the "Confidential Information"), and will make no use of the Confidential
Information except under the terms, and during the existence, of this Agreement.
Licensee acknowledges that the Software and the terms of this Agreement are
Confidential Information of N-able and/or the creators and owners of the Software.
Licensee agrees that Licensee and its employees shall not, directly or indirectly,
(i) sell, lease, assign, sublicense or otherwise transfer,
(ii) duplicate, reproduce or copy (except to make a reasonable number of
archival backup copies),
(iii) disclose, divulge or otherwise make available to any third party,
(iv) use except as authorized by this Agreement,or
(v) de-compile, disassemble or otherwise analyze for reverse engineering
purposes the Software, including all trade secrets and confidential information
Licensee shall take all reasonable precautions to prevent inadvertent disclosure of
the Software, including all trade secrets and confidential information herein.
Licensee's obligation under this Section shall survive any termination or expiration
of the Agreement and shall extend in perpetuity to such time as the Confidential
Information is in the public domain through no fault of Licensee.
Licensee and N-able agree that the Software is provided "AS IS" and that N-able
makes no warranty as to the Software. N-able DISCLAIMS ALL WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT,
THE RESULTS OF ITS USE AND THIS AGREEMENT.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE
REMAINS WITH LICENSEE.
LIMITATION OF LIABILITY
No Liability. In no event shall N-able or the creators and owners of the Software
be liable for any damages whatsoever, whether in contract or tort (including negligence),
including, but not limited to, direct, indirect, consequential, incidental, special
and exemplary damages, arising out of, or in connection with, this Agreement, or
the use, the results of use, or the inability to use the Software, or any failure of
the Software to perform as represented, even if N-able, the creators and owners
of the Software, its licensors, suppliers, distributors or resellers have knowledge
in advance of the potential loss or damage.
Licensee agrees that it shall have the sole responsibility for protecting its data
sed in connection with the Software.
Licensee may not assign or otherwise transfer in any way any of the rights and
obligations arising out of this Agreement without prior written consent of N-able.
Neither party shall be responsible for any delay nor failure to perform obligations
specified in this Agreement due to causes beyond the party's reasonable control.
Nothing contained in this Agreement shall be construed as creating a joint venture,
partnership, agent or employment relationship between N-able and Licensee.
The waiver or failure of either party to exercise in any respect any rights provided
for in this Agreement shall not be deemed a waiver of any further right under this
Agreement. No waiver of any breach of any provision of this Agreement shall constitute
a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.
This Agreement shall take effect upon the installation of the Software by Licensee and
remain in effect until termination.
The inability to enforce any provision hereof shall not affect the right to enforce any
provided, however, that if any material provision of this Agreement is found by a court
of competent jurisdiction to be unenforceable, illegal or invalid, then this Agreement
may be terminated upon the giving of written notice by the party attempting to enforce
This Agreement is the entire agreement between the parties with respect to its subject
matter, and supersedes any prior or contemporaneous agreements or communications between
the parties, whether written or oral.
During the term hereof, this Agreement shall govern Licensee's use of the Software.
This Agreement shall not be modified except by a written agreement dated subsequent to
the date of this Agreement and signed on behalf of Licensee and N-able by their respective
duly authorized representatives.
Licensee agrees that damages shall be an inadequate remedy in the event of a breach by
Licensee of this Agreement and that any such breach by Licensee will cause N-able and/or
the creators and owners of the Software great and irreparable injury and damage.
Accordingly, Licensee agrees that N-able and/or the creators and owners of the Software
shall be entitled, without waiving any additional rights or remedies otherwise available
to N-able at law or in equity or by statute, to injunctive and other equitable relief in
the event of a breach or intended or threatened breach by Licensee.
GOVERNING LAW AND VENUE
The validity, construction and performance of this AGREEMENT is to be governed by the
substantive law of the United States, Canada and The European Union, without regard to
its principles of conflicts of laws, as if this AGREEMENT were executed in, and fully
performed within, the United States of America. The parties submit to the non-exclusive
jurisdiction of the courts of the United States or Canada with respect to all matters
concerning this AGREEMENT.
LICENSEE waives all defenses of lack of personal jurisdiction and forum non-conveniens.
Process may be served on either party in the manner authorized by applicable law or court
If either party employs attorneys to enforce any rights arising out of or relating to this
AGREEMENT, the prevailing party shall be entitled to recover its reasonable attorneys'fees,
costs and other expenses.
No arbitration, action or other proceeding under this Agreement may be brought by either
party against the other more than one (1) year after the cause of action arises.
The parties will settle any controversy arising out of this Agreement by arbitration in
Canada or the United States, in accordance with the rules of the Arbitration Association.
Judgment upon the award rendered in the arbitration may be entered in any court of
Licensee agrees to comply fully with all relevant export laws, restrictions and
regulations of Canada, the United States, Germany, European Union and the UK
("Export Laws") to ensure that the Software, documentation, Updates, Upgrades and any
direct product thereof, are NOT:
(i) exported, directly or indirectly, in violation of Export Laws; or
(ii) intended to be used for any purposes prohibited by Export Laws including, without
limitation, nuclear, chemical or biological weapons proliferation. Without limiting the
generality of the foregoing, export of the Software from the United States is regulated
by the Export Administration Regulations (EAR, 15 CFR 730-744)of the U.S. Commerce
Department, Bureau of Export Administration (BXA).
Licensee agrees to comply with the EAR in the export or re-export of the Software:
(i) to any country to which the U.S. has embargoed or restricted the export of goods
or services, which as of March 2001 include, but are not necessarily limited to Cuba,
Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country,
wherever located, who intends to transmit or transport the Software back to such country;
(ii) to any person or entity who Licensee knows or has reason to know will utilize the
Software or portion thereof in the design, development or production of nuclear, chemical
or biological weapons; or
(iii) to any person or entity who has been prohibited from participating in U.S. export
transactions by any federal agency of the U.S. government.
Licensee warrants and represents that neither the BXA nor any other U.S. federal agency has
suspended, revoked or denied Licensee's export privileges.
Licensee shall, at its own expense, obtain, and arrange for the maintenance in full force
and effect, of all governmental approvals, consents, licenses, authorizations, declarations,
filings, and registrations as may be necessary or advisable for the performance of all of
the terms and conditions of the Agreement including, but not limited to, foreign exchange
approvals, import and offer agent licenses, fair trade approvals and all approvals which
may be required to realize the purposes of the Agreement.
Licensee shall pay, be responsible for and indemnify N-able and hold N-able harmless
from and against any and all sales taxes, use taxes and any other taxes imposed by any
jurisdiction as a result of
(a) the entry into this Agreement;
(b) the performance of any of the provisions of this Agreement; or
(c) the transfer of any property, rights or any other grant hereunder.
No more than once annually, or more frequently if N-able has reason to believe that
Licensee is not in compliance with the licensing provisions of this Agreement, N-able may,
upon not less than forty-eight (48) hours prior written notice, audit Licensee's use of the
If the audit shows that Licensee has understated its use of the Software, Licensee shall immediately
purchase the actual number of licenses as may be required to support actual usage. If Licensee has
understated the number of required licenses of any type by more than five (5) percent, Licensee shall
pay the costs of the audit.
Licensee shall maintain adequate records evidencing its use and licensing of the Software
during the term of this Agreement and until two (2) years after any termination hereof.
Revised: Mar. 25, 2010.