14.2 Entire Agreement; Priority. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral communications, agreements and understandings with respect to the subject matter of this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the documents otherwise referred to in this Agreement, the conflict or inconsistency shall be resolved in the following order of priority, with the first document listed having the highest priority and the last document listed having the lowest priority: the Agreement; the purchase order; any invoice issued by N-able under this Agreement; the Data Processing Addendum; and any other document referred to in this Agreement. In addition, any additional or conflicting terms provided by you, whether in an order, alternative license or otherwise, are invalid and have no effect. 1.13 Services means software Products and Services, including application programming interfaces, that access the features provided to you by N-able. 2.2 Trial or Beta License. If the Services, Software and Documentation are made available to you for evaluation, beta or candidate purposes, N-able grants you a limited, revocable, non-exclusive, non-transferable license to use the Services, the Software internally for evaluation purposes only prior to purchase or implementation (an ”Evaluation License”), subject to this Agreement and your continued compliance with its terms. The evaluation license is not intended for use in production. The Evaluation License will terminate on the end date of the Predetermined Evaluation Period or immediately upon notification by N-able in its sole discretion. Notwithstanding anything else contained herein, the Services, software and documentation provided under an evaluation license are provided to you ”AS IS” and without compensation, liability, support or warranty, express or implied, of any kind. Except to the extent that these Terms conflict with the specific terms of the Evaluation License set forth in this section, all other terms of this Agreement apply to the Services, Software, and Documentation licensed under an Evaluation License. If you are an MSP, you further acknowledge, agree and warrant that: (i) you have sufficient technical infrastructure, knowledge and expertise to perform your duties for your customers; (ii) you provide all sales, problem solving and support services to your customers; (iii) you are responsible for billing, invoicing and collection for your customers; and (iv) you will operate as an MSP under your own name at your own expense and risk.
4.3 Property of N-able Intellectual Property. The Services, Software, N-Compatible Content, N-Compatible Trademarks and Documentation are licensed, not sold. The use of the ”purchase” under licenses under this Agreement does not imply a transfer of ownership. Except for the limited rights expressly granted to you by N-able under this Agreement, you acknowledge and agree that all right, title and interest in and to all copyrights, trademarks, patents, trade secrets, intellectual property (including, but not limited to, algorithms, business processes, improvements, enhancements, enhancements, improvements, modifications, derivative works and information collected in connection with the Services and other proprietary rights arising out of or in connection with the Services, Software, N-Enabled Content, Trademarks and N-Enabled Documentation and their provision are the exclusive property of N-able or its suppliers or licensors. All right, title and interest in and to the content accessible through the Services or software are the property of their respective owners and may be protected by applicable intellectual property laws and treaties. This Agreement does not grant you any rights to such Content, including its use. You hereby grant N-able a royalty-free, fully paid-up, worldwide, exclusive, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any information, data, suggestion, request for improvement, recommendation or other feedback provided by you or your users with respect to the Services, software or documentation. All rights not expressly granted to you under this Agreement are reserved by N-able. There is no implied right to the Services, software, documentation, N-Compatible Content or N Compatible Trademarks. BY ACCEPTING THIS AGREEMENT, EITHER BY GIVING YOUR CONSENT, COMPLETING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING THE SERVICES (DEFINED BELOW), YOU AGREE TO THIS AGREEMENT.
THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND N-ABLE AND SETS FORTH THE TERMS GOVERNING THE LICENSE PROVIDED TO YOU UNDER THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. ANY MODIFICATION, ADDITION OR DELETION OF THIS AGREEMENT BY YOU WILL NOT BE ACCEPTED AND WILL NOT FORM PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS, DOWNLOAD, INSTALL OR USE THE SOFTWARE OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT N-ABLE HAS MADE AVAILABLE TO YOU THE MOST CURRENT VERSION OF THIS AGREEMENT, INCLUDING THE TERMS OF THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT, ON THE N-ABLE WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE PURCHASE ORDER YOU ENTER INTO WITH N-ABLE, N-ABLE MAY REVISE AND UPDATE THE TERMS OF THE AGREEMENT FROM TIME TO TIME, INCLUDING THE TERMS AND CONDITIONS AND OTHER DOCUMENTS INCORPORATED INTO THE AGREEMENT BY REFERENCE. N-ABLE WILL MAKE SUCH REVISED AND UPDATED VERSIONS OF THE AGREEMENT AVAILABLE ON THE N-ABLE WEBSITE OR NOTIFY YOU OTHERWISE, AND YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE AND ACCEPTANCE OF THE THEN-CURRENT TERMS OF THE AGREEMENT. YOU AGREE TO PERIODICALLY CHECK THE N-ABLE WEBSITE FOR REVISIONS AND UPDATES TO THE AGREEMENT. This Agreement (as defined below) is entered into and agreed to by you, either a person or entity (”you” or ”Company”), and N-able Technologies Ltd. and N-able ULC Solutions (collectively, ”N-able”). This Agreement will be entered into and entered into from the date you first accept this Agreement, either by completing an order form referring to this Agreement or by using the Services (”Effective Date”). 1.3 Customer(s), if you are an MSP, means your Customer(s).
1.15 Support means maintenance or standard support provided by N-able or its designated representatives for the Services under this Agreement. 14.5 Changes. This Agreement may only be amended or amended if it is signed in writing by the authorized representatives of each party. 14.7 Waiver. The delay or failure of either party to exercise any right under this Agreement shall not be deemed a waiver of that right. 1.1 Affiliates means an entity controlled, commonly controlled or controlled by such an entity, the control of which is defined by the possession of fifty percent (50%) or more of the voting rights (or equivalent voting rights) of the entity concerned. Subject to the terms of this Agreement, your affiliates may use the license granted hereunder and you are responsible for compliance with this Agreement and its acts and/or omissions. 1.17 Virus means malicious code, Trojan horses, malware, spam, viruses or other destructive technologies. 14.1 Notices. All notices must be in writing and must be sent by registered mail or registered mail to the Legal Department, 301 Edgewater Dr, Suite 306, Wakefield, MA 01880, and emailed to [email protected]-able.com (with proof of effective transfer). 1.14 Software means object code versions of any downloadable software provided by N-able solely for the purpose of accessing the Services, including but not limited to an agent, as well as any updates, new versions or versions and modifications or enhancements owned by N-able and made available to you in accordance with this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, N-ABLE CONTENT, N-ABLE MARKS, MEDIA AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER OR MADE AVAILABLE UNDER THIS AGREEMENT, INCLUDING SERVICES OR SOFTWARE HOSTED BY THIRD PARTIES (COLLECTIVELY, THE ”PRODUCTS” FOR THE PURPOSES OF THIS PARAGRAPH), ARE PROVIDED ”AS IS” AND ”AS AVAILABLE”.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, N-ABLE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF DATA, CONTINUITY OR ABSENCE OF DEFECTS WITH RESPECT TO THE PRODUCTS OR THE ABSENCE OF DEFECTS WITH RESPECT TO THE PRODUCTS. THE PRODUCTS OR RESULTS OF THE SAME. N-ABLE DOES NOT WARRANT THAT THE PRODUCTS, INCLUDING THE SPECIFICATIONS OR FEATURES CONTAINED THEREIN, WILL MEET YOUR REQUIREMENTS, THAT THE PRODUCTS WILL BE ERROR-FREE OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. .