Read the terms and conditions governing your use of Lansweeper’s products and services, including subscriptions, charges, liability, and support.
Version 2.2, dated 25 September 2026
1.1 These Terms of Use (“Terms”), together with the Order and the Data Processing Agreement (“DPA”) govern Customer’s use of the Product (as defined below) and form a legal contract between the Lansweeper entity designated in clause 1.3 below (“Lansweeper”) and Customer (as defined below). These Terms are accessible via Lansweeper’s website.
1.2 By purchasing, installing, or otherwise using all or any portion of the Product, Customer indicates that it has read, understood, and agreed to be legally bound by these Terms.
1.3 If Customer is incorporated or has its primary place of business outside of the United States or any US territory, the Lansweeper entity with whom Customer will be contracting is Lansweeper NV, a limited liability company existing under Belgian law, with registered address at Belgium, 9820 Merelbeke, Fraterstraat 212, registered under enterprise number 0538.668.417. If Customer is incorporated in or has its primary place of business within the United States or any US territory, including American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands, Customer will be contracting with Lansweeper Inc., with offices at 11044 Research Blvd, Building D, Suite D-500, Austin, TX 78759.
1.4 The individual accepting this Agreement on behalf of a Party represents and warrants that he or she has full authority to bind that Party to this Agreement. Each Party represents and warrants that it has taken all necessary corporate or organizational action to authorize the execution and performance of this Agreement.
1.5 Customer represents and warrants that, as of the Effective Date and throughout the Term, neither Customer nor any of its officers, directors, employees, or agents is barred from using the Product under the (export control) laws of the European Union, United States or any other country, and/or any applicable trade sanctions or embargoes.
The terms and expressions written with a capital letter shall have the meaning given to them in this clause 2.1, unless the context in which they are used requires a different meaning.
The terms and expressions written with a capital letter used in this Agreement but not defined above, are defined throughout this Agreement.
3.1 The Product (excluding Free Tools) can be subscribed to, based on the following different subscription plans: (i) Free Plan, (ii) Free Trial, and (iii) Paid Subscription. Free Plan and Free Trial subscriptions are made available for download. Paid Subscriptions and Add-ons are offered for purchase and can be ordered through Lansweeper’s website, the Self-Service Portal, or a Lansweeper or Reseller sales representative. Customer’s selected Paid Subscription and/or Add-ons (if applicable) shall be identified in the Order (for purchases through a Lansweeper sales representative) or the online order confirmation page (for purchases through Lansweeper’s website or the Self-Service Portal).
3.2 Certain qualifying Paid Subscriptions may be supplemented by Add-ons, as indicated on Lansweeper’s website or as otherwise communicated by Lansweeper. The pricing for Add-ons may vary depending on the specific Add-on, such as on a fixed price basis, a price per Asset basis, or any other modality as specified in the Order. The right to use Add-ons is subject to and coterminous with the associated Paid Subscription they apply to.
3.3 Subject to the applicable usage limitations, Customer will be entitled to have the Product used by its Affiliates (and their End Users). Customer undertakes that any Affiliate using or accessing any Product hereunder, or benefitting from Customer’s use of a Product, will comply with all terms and conditions of this Agreement, including the DPA. Customer will remain responsible for Customer’s Affiliates’ acts and omissions, unless Customer’s Affiliate has entered into its own agreement with Lansweeper.
3.4 Customer’s Affiliate use of the Product needs to be based upon the same conditions and license metrics as permitted under this Agreement. Use by Customer’s Affiliate shall not entitle the Affiliate to a separate Lansweeper Deployment. It is thus understood that use by an Affiliate of the Product will be subject to the procedure set forth in clause 3.19 of these Terms, where use of the Affiliate would imply usage of the Product beyond the license metrics agreed upon with Customer.
3.5 Only the Agreement (and for the avoidance of doubt, specifically excluding any pre-printed terms on a Customer purchase order) will have any force or effect unless a particular (ordering) document is executed by an authorized signer of Lansweeper and returned to Customer (or the applicable Reseller). If any such (ordering) document is so executed and delivered, then only those specific terms on such (ordering) document that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein but only with respect to those Products ordered on such (ordering) document. Orders are non-cancellable. Any purchase made through a Reseller is subject to, and Lansweeper’s obligations and liabilities to Customer are governed by, this Agreement.
3.6 Lansweeper quotes are only valid when issued by a Lansweeper sales representative and are noncommittal and do not create any agreement between Customer and Lansweeper, until the quote and these Terms (which are incorporated by reference into the quote) are acknowledged and accepted by Customer. Quotes are valid for thirty (30) days as of the date of the quote, unless otherwise indicated.
3.7 The Charges for the Product are published on the Lansweeper website and exclude VAT and other applicable taxes. Charges are payable within thirty (30) calendar days of the invoice date, unless otherwise specified on the Invoice. The available payment methods are specified on the Invoice (for purchases through a Lansweeper sales representative) or the online order confirmation page (for purchases through Lansweeper’s website or the Self-Service Portal). In the event of payment via credit card or another online payment method, Customer agrees that Lansweeper may bill its credit card or other online payment method for the next Renewal Periods. Invoices may be sent through electronic means, via the Billing Contact Email.
3.8 All payment obligations are non-cancellable and non-creditable and all Charges paid are non-refundable except as otherwise set forth in the Agreement.
3.9 In case Lansweeper has not yet received full payment from Customer for the relevant Paid Subscription, Lansweeper may grant temporary access to the Product (where applicable, through issuing a temporary License Key) with a duration equal to the payment term as described in clause 3.7 of these Terms. Upon receipt of full payment, Lansweeper grants full access in accordance with the Order and Paid Subscription (where applicable, through issuing a full License Key) covering the remainder of the Term.
3.10 Customer must submit any billing dispute in writing to [email protected] within thirty (30) days of the invoice date. The dispute notice must clearly specify the amount in question and provide a detailed justification. Any portion of an invoice that is not disputed will remain due and payable by the original due date.
3.11 Lansweeper reserves the right to increase the Charges at the start of each Contract Year up to Lansweeper’s then-current list price set out on Lansweeper’s website.
3.12 In the event as described in clause 3.11 of these Terms, Lansweeper will inform Customer thereof by email at the latest forty-five (45) days before the expiry of the then-current Contract Year. In the event Customer refuses to accept such Charges, Customer should cancel its Paid Subscription in accordance with clause 17.3 of these Terms. In the event this was not timely done, the updated Charges shall apply as from the start of the next Contract Year.
3.13 From the due date, the invoice shall automatically and without notice accrue an interest of 1% for every month commenced of the due invoiced amount. Additionally, a flat-rate indemnity of 10% of the invoice amount is due, with a minimum of 250 EUR, which shall be payable automatically and without notice, notwithstanding Lansweeper’s right to claim for a higher indemnity, subject to reasonable proof provided by Lansweeper of higher incurred damages.
3.14 In the case of non-payment of an invoice on the due date, all unexpired claims on Customer resulting from any agreement between Lansweeper and Customer become due, automatically and without notice. If instalments of payment are made or bills of exchange are signed, either subject to the Agreement or in another agreement between Lansweeper and Customer, then all amounts owed by Customer become due, automatically and without notice.
3.15 Customer must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees, and bank charges). Lansweeper is not responsible for these fees. If Customer is located in a different country than Lansweeper or Lansweeper’s e-commerce partner, Customer’s payments will be made to a foreign entity. In the event any withholding tax (meaning any income, sales, use, gross receipts, business, occupation and other taxes and similar charges imposed by any government or other authority on Lansweeper in which Customer is required by law to withhold or deduct on the Charges payment to Lansweeper) is levied on the Charges, then Customer shall increase the sums paid to Lansweeper so the amount received by Lansweeper after the withholding tax is deducted is the full amount Lansweeper would have received if no withholding or deduction had been made. Lansweeper may apply and charge these withholding taxes back to Customer, after Customer has made the payment (gross-up) where withholding taxes were withheld by Customer. Notwithstanding the foregoing, Customer and Lansweeper will cooperate to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Lansweeper qualifies for a tax exemption, or a reduced treaty withholding rate, Lansweeper will provide Customer with reasonable documentary proof. However, in the event the Charges are charged via Lansweeper’s e-commerce partner, their tax provisions apply and prevail.
3.16 Customer is not allowed to set off invoices unless expressly agreed otherwise in writing by Lansweeper. In the event of the insolvency, bankruptcy, judicial reorganization, or any equivalent proceeding of either Party, all mutual claims and obligations between the Parties, regardless of their nature or origin, including but not limited to payment obligations for goods or services and liability claims, shall be automatically and unconditionally set off to the fullest extent permitted by applicable law, with only the net balance remaining due and payable.
3.17 Unless explicitly otherwise agreed upon, Lansweeper shall apply the currency for the Charges as provided in the Order (for purchases through a Lansweeper sales representative) or the online order confirmation page (for purchases through Lansweeper’s website or the Self-Service Portal).
3.18 Any costs or losses incurred by Lansweeper due to Customer’s payment in another currency as agreed upon, shall be borne by Customer and, as the case may be, refunded by Customer to Lansweeper.
3.19 During the Term, a Paid Subscription Customer may increase the agreed upon license metrics via the relevant channels as mentioned in clause 3.1.
3.20 Changes to the agreed upon license metrics shall take effect at the start of the next Renewal Period. To request such changes, Customer must contact Lansweeper via the relevant channels as mentioned in clause 3.1 at least thirty (30) days before the expiry date of the current Term.
4.1 The Product and the limitations associated with the Product are described in the Documentation.
4.2 Subject to full compliance with the Agreement (including timely payment of all applicable Charges to Lansweeper or where applicable, the Reseller), Lansweeper hereby grants Customer a limited, worldwide, revocable, non-transferable, non-sublicensable, non-exclusive right during the Term to (i) access and use the Product for Customer’s internal business purposes on compatible devices in accordance with the agreed upon license metrics, (ii) deploy one single Lansweeper Deployment, except if Customer’s Paid Subscription allows for multiple Lansweeper Deployments (iii) if applicable, deploy an additional Lansweeper Deployment for testing purposes and to evaluate new releases, whereby the maximum number of Assets is limited to a percentage of the Customer’s Paid Subscription plan as indicated on Lansweeper’s website (https://www.lansweeper.com/pricing/) (or any other hyperlink Lansweeper may provide), and (iv) update the Product to the latest updated version made available by Lansweeper under Customer’s subscription plan.
4.3 Insofar applicable, Customer acknowledges and agrees that as a prerequisite for deploying multiple Lansweeper Deployments as permitted under Customer’s Paid Subscription, Customer shall link all such Lansweeper Deployments to one single Site.
4.4 Customer may solely use the Product as and in a way as expressly allowed under the Agreement and in accordance with Lansweeper’s instructions. For example, but without limitation, Customer shall not (nor will allow or facilitate a third party to): (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party (except to the End Users as permitted under the Agreement) the Product or access to the Product in any way; (ii) modify, alter, translate, tamper with or make derivative works based upon the Product; (iii) unless to the extent allowed under applicable law, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Product or access the Product in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Product; or (c) copy any ideas, features, functions or graphics of the Product; (iv) access or use the Product in a way intended to avoid incurring Charges, exceeding license metrics, or avoiding any restrictions imposed under the Agreement; or (v) remove any titles or trademarks, copyrights or restricted rights notices in the Product.
4.5 If Lansweeper provides a Beta Release or a Preview Feature of the Product and/or provides Free Tools, Customer acknowledges and agrees that the Beta Release, Preview Features and/or the Free Tools are provided for testing and evaluation purposes only and may contain Errors, fail, return inaccurate results, and/or be subject to other malfunctions. A Beta Release, Preview Feature, as well as Free Tools will be subject to the same license metrics as determined by Lansweeper’s sole discretion. Lansweeper does not guarantee that a Beta Release, Preview Feature or any Free Tools will be commercially released. Lansweeper may change the Beta Release, Preview Features or Free Tools, and/or terminate Customer’s use thereof at any time without prior notice. Use of the Beta Release, Preview Features and/or Free Tools is at Customer’s own risk and Lansweeper shall not be liable for any damages resulting from Customer’s use of the Beta Release, Preview Features and/or Free Tools. Lansweeper disclaims any warranty, liability and responsibility related to Beta Releases, Preview Features and Free Tools.
4.6 Insofar Customer uses any artificial intelligence features made available by Lansweeper as part of the Product, the use of such features is subject to Lansweeper’s AI Features Terms, available at https://www.lansweeper.com/about/legal/ai-features-terms/ (or any other hyperlink Lansweeper may provide), which are incorporated herein by reference. In the event of any conflict between these Terms and the AI Features Terms, the AI Features Terms shall prevail with respect to the subject matter of those features.
4.7 In addition to any remedies Lansweeper may have by law or as specified in the Agreement, Lansweeper may exercise the following remedies, at Lansweeper’s option and in Lansweeper’s discretion, in case Customer does not comply with the Agreement: (i) suspend Customer’s access to the Product; (ii) remove Customer’s Customer Content from the Product; and/or (iii) report the concerned breach to the relevant authorities when such is required by law.
5.1 In order to access the Cloud Platform of the Product, Customer’s End Users must sign up by creating a Lansweeper Account via app.lansweeper.com (or any other hyperlink as provided by Lansweeper).
5.2 Depending on Customer’s Lansweeper Deployment type and configuration, Customer may need to connect their Lansweeper Deployment to the Cloud Platform if they wish to make use of the Cloud Platform and the related features. In such case, Customer should successfully perform a linking process, as described in the Documentation, before being able to use the functionalities of the Cloud Platform in combination with this Lansweeper Deployment. A minimum version of the Lansweeper Deployment software may be required. Based upon Customer’s configuration preferences, certain updates to this Lansweeper Deployment may be automatically downloaded and installed without further notice to Customer. Such automatic updates are without prejudice to the need for performing manual updates from time to time.
5.3 It is Customer’s sole responsibility to manage the creation of Sites by its End Users and which End Users can therefore become Administrator of such Site. In the event Customer deletes a Site, Customer acknowledges that it will not be able to recover the Customer Content that was available in such deleted Site.
5.4 Lansweeper undertakes commercially reasonable efforts to make the Cloud Platform available at a monthly uptime percentage as applicable under Customer’s Paid Subscription (“Uptime Service Level”). The uptime percentage is calculated on a monthly basis (“Monthly Period”), according to the following formula: Uptime Service Level = ((total hours in Monthly Period – Downtime in Monthly Period) / total hours in Monthly Period) * 100%, where ‘Downtime in Monthly Period’ means the total number of hours outside of Scheduled Downtime (as defined below) during the Monthly Period that the Cloud Platform was unavailable and Customer was unable to access its Lansweeper Account.
5.5 In the event the Cloud Platform was unavailable due to unscheduled downtime, Customer may visit status.lansweeper.com, which shows how Lansweeper is performing against the Uptime Service Level in the then-current Monthly Period.
5.6 The Uptime Service Level will exclude unavailability of the Cloud Platform due to or resulting out of: (i) Customer or Customer’s End User’s use in a way that is not compliant with the Agreement (including the Documentation); (ii) Customer’s failure to follow the instructions resulting out of Lansweeper’s Support Services (if applicable); (iii) modifications or customizations to Customer’s Lansweeper Deployment or the Product; (iv) incorrect use of Lansweeper’s API; (v) integrations with third party software or hardware (vi) Force Majeure events; (vii) Lansweeper’s cloud hosting provider failure to comply with their own applicable service levels; and (viii) routine scheduled maintenance or reasonably emergency maintenance to provide Customer with new features or fixes (“Scheduled Downtime”).
5.7 The Uptime Service Level does not apply to: (i) Beta Releases, Preview Features of the Product or the Cloud Platform’s functionalities; (ii) any non-public available features, such as Beta Releases or Preview Features within the Cloud Platform that may be made available to Customer in Lansweeper’s sole discretion; and (iii) Free Plan, Free Trial, and Free Tools.
6.1 Subject to Customer’s full compliance with the Agreement (including timely payment of all applicable Charges to Lansweeper or where applicable, the Reseller), Lansweeper hereby grants Customer a limited, worldwide, revocable, non-transferable, non-sublicensable, non-exclusive right during the Term to access, make calls to and use the Cloud API for developing, configuring or operating Integrations that may interoperate with the Product.
6.2 To access, make calls to or use the Cloud API, through a specific Integration, Customer must obtain a Cloud API Token through the process as presented in the Cloud Platform and further documented in the Documentation. Customer will be fully responsible for keeping its Cloud API Token(s) for each Integration safe and secure and will not share such Cloud API Token with any third parties. Customer may replace a Cloud API Token for a specific Integration at any time, with a newly generated Cloud API Token, which will irreversibly replace the original Cloud API Token. Customer will not access or otherwise use the Cloud API than through the respective Cloud API Token(s) for each Integration.
6.3 Lansweeper may from time to time at its own discretion provide for rate-limitations on the use of the Cloud API, as provided in the API Documentation.
6.4 Customer may use Lansweeper developed Integrations provided in Lansweeper’s discretion subject to Customer’s compliance with these Terms. Customer further may use Integrations developed by third parties, whether or not provided through the Cloud Platform or third parties directly, provided that: (i) such use may be dependent on the acceptance of terms provided by such third parties related to the use of such third-party Integrations (in which case the present Terms will prevail over the third-party terms in the event of any conflict or inconsistency), (ii) such third-party Integration developers may have access to the Customer Content, (iii) Lansweeper disclaims any warranty related to such third-party Integrations and their usability, whether or not ‘authorized’ or ‘certified’ by Lansweeper, (iv) Lansweeper shall not be liable for any damages Customer may incur related to its use of such third-party Integrations. Customer shall not rely on the future availability of any Integrations.
6.5 Customer may provide its developed Integrations to third parties, whether provided directly to third parties or through the Cloud Platform, subject to Lansweeper’s prior approval (as applicable). Lansweeper may disable or revoke Customer’s provisioned Integrations or revoke any Cloud API Token for any Integration when Customer breaches its obligations under these Terms. Customer will be solely liable for the third parties’ compliance with the Agreement and the applicable legislation. Customer acknowledges that it may have access to such third parties’ Asset data through providing its Integrations. Customer will provide and adhere to: (i) relevant terms regulating the use of its Integrations by the third parties, and (ii) relevant privacy policies to inform the third parties about which Asset data is used and in what manner.
6.6 Lansweeper hereby grants Customer a royalty-free, non-exclusive, non-transferable license to display the Lansweeper Trademarks only for attribution of Customer’s use of the Cloud API and Customer’s Integrations. Customer acknowledges and agrees that Customer’s use of the Lansweeper Trademarks will not create any right, title or interest in or to the Lansweeper Trademarks in Customer’s favour and all goodwill associated with it will inure to the benefit of Lansweeper.
6.7 Lansweeper may make available a Model Context Protocol (MCP) server as a means by which Customer can access and interact with the Product, including via AI models, AI agents, or other automated clients. Any such AI model, AI agent, or automated client that connects to or interacts with the Product through the MCP server constitutes an Integration for the purposes of these Terms. Access to and use of the Cloud API through the MCP server is subject to all provisions of these Terms applicable to the Product, the Cloud API and to Integrations, including the conditions and restrictions set out in clauses 6 and 9. Customer remains fully responsible for all actions taken through the MCP server by any Integration connected on its behalf, including any actions taken autonomously by an AI agent, as if Customer had performed those actions directly.
7.1 Except as expressly stated otherwise herein, all subscription plans are eligible for software support according to the following support lines:
7.2 First line support: is made available to Customer via the Documentation (available via the Lansweeper website);
7.3 Second line support: subject to the below-mentioned requirements and exclusions, second line Support Services are provided via the support channels as mentioned on the Lansweeper support portal accessible through https://support.lansweeper.com/ (or any other communication medium chosen by Lansweeper) except for Free Plan Customers;
7.4 Third line support: subject to the below-mentioned requirements and exclusions, third line Support Services are provided by Lansweeper via an online meeting only for (i) Paid Subscriptions if made available under Customer’s selected Paid Subscription plan and (ii) Valid Support Request qualifying for the highest severity level as described on Lansweeper’s Support Page.
7.5 Lansweeper only provides Support Services in relation to the Product. Lansweeper does not provide Support Services in relation to (i) Customer’s “custom actions” and “automated software deployment” as defined and described in Lansweeper’s Knowledge Base (part of the Documentation), (ii) the Cloud API, (iii) any Integrations, or (iv) for Free Tools, Free Plan, Beta Releases and Preview Features. Any assistance provided by Lansweeper in these contexts is purely voluntary, and the Customer acknowledges and agrees that they cannot derive any rights or entitlements from such assistance.
7.6 Lansweeper further only provides Support Services to Free Trial Customers who provided a business email address as Billing Contact Email.
7.7 To the extent Support Services are available to the Customer under the Agreement, they will be available during the Support Hours as described on Lansweeper’s Support Page.
7.8 Lansweeper will only provide the Support Services for support requests meeting all of the following conditions (“Valid Support Request”):
7.9 Customer uses the Product according to the Agreement (including the Documentation);
7.10 Customer has updated the Product to the latest and most current version;
7.11 Customer has not modified the Product contrary to the Agreement, the Documentation or the Product’s configuration settings; and
7.12 Lansweeper received the support request in English from valid End Users who have identified themselves by providing their Order reference number;
7.13 Subject to prior notification to Customer, Lansweeper reserves the right to invoice Customer any fees for Support Services provided by Lansweeper to Customer which, after examination of the support request by Lansweeper within a reasonable period upon provision of the Support Services to Customer, proves to be an Invalid Support Request.
7.14 Upon receipt of a Valid Support Request, Lansweeper shall determine in good faith the severity level of the request in accordance with the severity levels as described on Lansweeper’s Support Page. Without prejudice to the foregoing, Customer is allowed to give an indication of the severity level Customer deems applicable to Customer’s Valid Support Request, which may be taken into account by Lansweeper when Lansweeper determines the severity level of Customer’s Valid Support Request.
7.15 Lansweeper undertakes reasonable efforts to meet the initial response times as described on Lansweeper’s Support Page to respond to Valid Support Requests, according to the severity levels as described on Lansweeper’s Support Page and as applicable under Customer’s Paid Subscription.
7.16 For clarity, support requests coming from Free Trial Customers are handled by Lansweeper, but any initial response times provided for in the Agreement will not apply in that regard.
7.17 The initial response time starts to run, during the Support Hours, as from the moment that Customer receives an automated confirmation of receipt email from Lansweeper. Said automated email will entail: (i) first guidance on how to possibly resolve the issue; and (ii) an overview of the additional information Customer may submit to Lansweeper to facilitate the resolution of Customer’s Valid Support Request.
7.18 The initial response to the concerned Valid Support Request will entail, at Lansweeper’s discretion: (i) possible solutions which should allow Customer to resolve the issue; and/or (ii) a request for more information, if no possible solutions can be provided based on the information available at that point.
7.19 Until Customer provides the necessary additional information required by Lansweeper to deliver the Support Services (including, not limited to, log files), Customer acknowledges that Lansweeper will be unable to provide the Support Services.
8.1 All obligations of Lansweeper under the Agreement constitute obligations of means. Lansweeper will use commercially reasonable efforts to provide the Product in material conformity to what has been set out in the Agreement and the Documentation.
8.2 Lansweeper does not guarantee that the Product shall be without Errors and/or any other defects and shall function without interruption. Lansweeper has an obligation of means to repair Errors in the Product within a reasonable time. Lansweeper is entitled to apply problem avoiding restrictions and/or workarounds. Lansweeper does not carry any responsibility for repairing defects in software or other items that are not developed by Lansweeper or not part of the Product.
8.3 Lansweeper has the right to suspend access to the Product for security and maintenance purposes (including to issue updates to the Product).
8.4 In its own full discretion and according to its own timetable, Lansweeper may change the form and nature of the Product, including through the issuing of updates to the Product. Lansweeper reserves the right, when issuing an update to the Product, to remove existing feature or functionality from the Product and Customer has no right to demand those features or functionalities to be supported. Where such removal would have a material impact on Customer’s subscription plan to the Product, Lansweeper will inform Customer thereof reasonably in advance but no later than forty-five (45) days prior to implementing the update unless where such notice would be impossible or impractical due in particular but not exclusively to legal or security requirements or performance related issues. In case Customer has reported an Error, Lansweeper can postpone repair until an update is issued. All costs associated with the implementation of updates on Customer’s side, will be borne by Customer.
8.5 Lansweeper is not responsible for checking the accuracy and completeness of the (i) Customer Content and (ii) decisions made by Customer on the basis of the use of the Product.
9.1 Customer shall be solely responsible for (i) Customer (and its Affiliate’s) actions and the actions of Customer’s (and its Affiliate’s) End Users while using the Product; (ii) any End User’s breach of the Agreement or any applicable laws; and (iii) any data, content, or resources that Customer (or its Affiliates) or its End Users create transmit, or display.
9.2 Customer ensures that, to the extent applicable and necessary, all of its (and its Affiliate’s) End Users are provided with full information of and comply with the obligations under the Agreement (including but not limited to clause 4 of these Terms). Customer agrees, and, to the extent applicable, agrees to have its End Users, Affiliates, agents, (sub)contractors agree:
9.3 (i) to abide by all laws applicable to the use of the Product, including but not limited to all national and international export laws and regulations that apply to the Product and the restrictions on destinations and end use set forth therein;
9.4 (ii) not to upload (knowingly or by negligence) or distribute content that contains malware, viruses, malicious files or other harmful code or any other similar software or programs that may access or damage the operation of the Product, the related systems and networks or any other computer or device, including a third party’s computer or device;
9.5 (iii) not to interfere with or disrupt the Product;
9.6 (iv) not to attempt to gain unauthorized access to the Product;
9.7 (v) not to work around any technical limitations in the Product;
9.8 (vi) not to use the Product to provide any type of product to third parties, including or incorporating the Product into another product or service;
9.9 (vii) not to provide Product credentials or other log-in information to any third party;
9.10 (viii) not to share with any third party non-public features or content of the Product, inaccurate information about the Product, or vulnerabilities found in the Product;
9.11 (ix) not to systematically extract, scrape, mirror, or bulk-download data from or relating to the Product, by any method, tool or technology whether now existing or developed in future, including through the Cloud API, the MCP server, AI models or agents, bots, web crawlers, or any other automated means, in a manner inconsistent with the intended use of the Product, and in particular by using AI reasoning or other techniques to infer or reconstruct Lansweeper Data or other data that Customer is not authorised to access;;
9.12 (x) not to encumber any lien or security interest on the Product;
9.13 (xi) not upload, in part or on full, the machine-readable object code of Lansweeper’s software and/or non-public facing Documentation to artificial intelligence based products;
9.14 (xii) not to perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property Rights or violates any applicable law;
9.15 (xiii) not to use the Product, even if not prohibited by law, for gambling, prostitution, alcohol, drug, pharmaceutical or healthcare businesses or services; or
9.16 (xiv) not to use the Product in an environment not expressly permitted under the Agreement or use the Product in any way that (a) is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity or (b) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity, including but not limited for monitoring employees or individuals in a manner that violates applicable law, including any applicable employment, privacy or data protection legislation.
9.17 In case of a breach of this clause, Customer will fully assist Lansweeper, at its own cost and expense, in mitigating the effects and restoring incidental losses, without prejudice to Lansweeper’s other rights and remedies in accordance with applicable law and/or this Agreement.
9.18 Customer shall duly cooperate with Lansweeper in order to enable Lansweeper to provide the Product according to the Agreement. Customer shall in particular supply Lansweeper with all information and materials required by Lansweeper to enable Lansweeper to provide the Product according to the Agreement.
9.19 Customer shall be responsible for the installation/deployment of the Product and acknowledges that Lansweeper has no further obligation with respect to the installation/deployment of the Product.
9.20 Customer is responsible for the safeguarding, confidentiality, security and appropriate use of the Lansweeper Account and Customer undertakes to take all steps to prevent any unauthorized third party from gaining knowledge and making use thereof. Customer will notify Lansweeper immediately by email of the loss, theft, breach of confidentiality or any risk of misuse of the Lansweeper Account. Customer undertakes to comply strictly with and to ensure the compliance by Customer’s End Users with the appropriate procedures regarding access to the Product. The latter is without prejudice to the fact that Customer is responsible for all actions taken using a Lansweeper Account as well as the consequences of such actions, including any unauthorized use of the Product or Cloud Platform or security breach. Lansweeper will not assume any liability in this respect.
9.21 Customer, and not Lansweeper, is responsible for taking all appropriate steps to back-up or otherwise secure or protect the Customer Content. For the avoidance of doubt, Customer acknowledges and agrees that Lansweeper does not endorse any third party websites, resources, and/or content.
9.22 Customer warrants that the Customer Content, and Lansweeper’s access to and processing of the Customer Content in the framework of the Agreement, do not violate any laws and/or any third party rights.
9.23 Customer will be solely responsible and liable for the accuracy of data it uploads to the Product, including without limitation Customer Content and any other data uploaded by End Users.
9.24 Customer, and not Lansweeper, is responsible for obtaining, maintaining and paying for all hardware, software and communications equipment necessary to access and use the Product and comply with the requirements as set out in the Documentation. Customer will thus also be responsible for (i) obtaining the third-party hardware and software licenses and any other systems required to run the Product; and (ii) complying with the applicable license terms of such third-party hardware and software. Lansweeper has no responsibility for issues caused by third-party hardware or software.
9.25 The Product includes free and open-source software developed by third parties (“FOSS Components”), of which a list can be found in the Documentation. Notwithstanding the Agreement which governs Customer’s use of the Product, the license terms of the FOSS Components need to be respected by Customer.
9.26 The Product may include proprietary software licensed from Lansweeper’s software partners. The Customer agrees that Lansweeper may grant these software partners the right to enforce the Customer’s compliance with these Terms and to seek damages from the Customer if a breach of these Terms affects the software partners’ rights or interests.
9.27 Where Lansweeper acts as a reseller of, and offers to the Customer products of third-party providers, which may or may not be part of a bundled package together with the Product, the third-party product shall be subject to acceptance by Customer of a separate license agreement between Customer and the third party provider, detailing the license conditions subject to which the third-party product is licensed
9.28 If Customer becomes aware of a vulnerability in the Product, it will not reveal such vulnerability to third parties or the general public. Customer will disclose the discovered vulnerability to Lansweeper by contacting [email protected] and include a proof of concept, the list of tools used (including versions), and the output of the tools.
9.29 Lansweeper only supports and maintains the latest version of the Product. It is Customer’s obligation to timely implement any update to a new version of the Product, and to maintain any other software and/or hardware to continue their support of the Product. If Customer does not timely update any such update, Lansweeper may no longer be able to provide the Product to Customer, which shall be without prejudice to Customer’s payment obligations under the Agreement.
9.30 Customer will not, and will not permit others to: (i) combine or integrate the Cloud API with any software, technology, services or materials that have been black-listed by Lansweeper; (ii) design or permit Integrations to disable, override, or otherwise interfere with any Lansweeper implemented communications to End Users including, without limitation, consent dialogs, End User settings, alerts and notifications; (iii) remove, obscure, or alter any Lansweeper Terms or any links to or notices of those Terms; (iv) use the Cloud API or Integrations to replicate or attempt to replace the user experience of the Product; (v) seek to conceal Customer’s or End User’s identity or the identity of the Integrations when connecting with or setting up the Cloud API; (vi) use the Cloud API in deviation of any other restrictions imposed by Lansweeper in the API Documentation; (vii) misrepresent the source of the ownership of the Customer Content, the Product and Lansweeper trademarks; or (viii) undertake or permit removal or alteration of any patent numbers, trademarks, (copyright) notices, or other labels of origin related to the Customer Content, the Products and Lansweeper trademarks.
9.31 Customer may choose to use, procure or enable other third party products or services in connection with the Product. Customer’s use of any third party products or services (and the third party provider’s access and use of any of the Customer Content) shall be subject to a separate agreement between Customer and the third party provider. Lansweeper disclaims all liability and responsibility for any third party products or services or for the acts or omissions of any third party providers (including the third party provider’s security and privacy practices). Customer is responsible for its decision to allow the third party provider to access and use the Customer Content. Lansweeper is not a legal representative or agent of the third party provider, nor shall the third party provider have the right to create any liability or obligation on the part of Lansweeper.
10.1 In case Customer purchases a Paid Subscription for the Product from a Reseller, this section applies and takes priority over any contrary provisions in the Agreement.
10.2 If Customer’s current Reseller is no longer authorized to resell the Product, Customer has the obligation to continue purchasing via another Reseller or purchase directly from Lansweeper.
10.3 Lansweeper can suspend or terminate Customer’s subscription if Customer fails to pay Reseller within the payment term as determined by Reseller.
10.4 The amount paid or payable by Customer’s Reseller to Lansweeper for Customer’s use of the Product, will be deemed the Charges paid or payable to Lansweeper for purposes of interpreting the limits set forth in clause 16 of these Terms.
10.5 The following must be established by Customer’s Reseller: (i) prior notice terms for cancellation of Customer’s Paid Subscription; (ii) delivery of License Key (if applicable); and (iii) provisions regarding order placement, payment and taxes.
11.1 Lansweeper (and its licensors, where applicable) owns all right, title and interest, including all Intellectual Property Rights in and to the Product.
11.2 The Agreement does not convey any rights of ownership in or related to the Product or the Intellectual Property rights owned by Lansweeper (or its licensors, where applicable) other than the use rights explicitly provided in these Terms. Customer acknowledges that it has no rights whatsoever to access the Product in source code form. Any trademarks used by Lansweeper or its licensors within or associated with the Product, are trademarks of Lansweeper or third parties, and no right or license is granted to Customer to use them. Customer is not allowed to remove or change any Intellectual Property Rights, including logos and trademarks in the Product and Documentation.
11.3 Customer may choose to submit Feedback to Lansweeper which Lansweeper may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Lansweeper’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11.4 Customer may create derivative works, modifications, extensions, or enhancements (“Customer Developments”) using the tools, templates, libraries, and other resources provided within the Lansweeper Cloud Platform (collectively, the “Platform Tools”), solely for use in accordance with the license grant and subject to the restrictions set forth in these Terms of Use. Customer hereby irrevocably assigns to Lansweeper all rights, title, and interest, including all intellectual property rights, in and to any Customer Developments. In return, Lansweeper grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Customer Developments for the duration of these Terms of Use, strictly for internal business purposes, within the scope of the license grant and subject to the restrictions set forth in these Terms of Use. Lansweeper retains the unrestricted right to use, modify, commercialize, and incorporate any Customer Developments into its products, services, or offerings, without any obligation to compensate Customer.
12.1 Unless otherwise provided in the Agreement, the receiving Party shall keep the Confidential Information of the disclosing Party confidential and shall in particular (i) use the disclosing Party’s Confidential Information only for the purposes of fulfilling its obligations under the Agreement; (ii) protect the confidentiality of the Confidential Information of the disclosing Party by using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (iii) not disclose the disclosing Party’s Confidential Information to any other person except as expressly set out in the Agreement or without obtaining the disclosing Party’s prior written consent; and (iv) immediately notify the disclosing Party if it suspects or becomes aware of any unauthorized access, copying use or disclosure in any form or any of the disclosing Party’s Confidential Information.
12.2 Notwithstanding clause 12.1, the receiving Party may disclose Confidential Information of the disclosing Party to its employees or third parties who are directly involved in and need to know such Confidential Information for the purpose of the provision or use of the Product. The receiving Party has or agrees to put in place confidentiality terms no less onerous than those set out in the Agreement. The receiving Party assumes full responsibility for the acts or omissions of such person or entity.
12.3 Notwithstanding clause 12.1, the receiving Party may also disclose Confidential Information to individuals who are subject to professional or statutory obligations of confidentiality for the purpose of the Agreement.
12.4 Neither Party shall be in breach of clause 12.1 where it is required to disclose the other Party’s Confidential Information by law or by order of a court or regulatory authority of competent jurisdiction. Where a Party is so required to make such a disclosure, it shall, where practicable and/or permissible, consult with the disclosing Party as to the terms, content or timing of the disclosure, and shall use reasonable endeavours to limit the scope of the required disclosure.
12.5 This clause 12 shall survive five (5) years after the termination or expiry of the Agreement.
13.1 By using the Product, Customer agrees that Customer Content is or may be transmitted to Lansweeper for Lansweeper’s use (i) to provide Customer with access to the Product; (ii) to provide Customer with Support Services for Valid Support Requests related to the Product (subject to Customer obtaining prior consent of that of Customer’s End Users); (iii) to comply with obligations under the Agreement and applicable laws; and (iv) as permitted by Customer.
13.2 Customer (or its licensors in the event applicable) shall be the sole and exclusive owner of all (rights related to the) Customer Content including any modification of such Customer Content.
13.3 Depending on Customer’s Lansweeper Deployment type and configuration, certain Cloud Services may be enabled automatically or may be activated by Customer based on its configuration preferences. By accessing or using any Cloud Services, Customer acknowledges and agrees that Customer Content and/or Device Fingerprints may be transmitted to and processed by Lansweeper, to enable Lansweeper to provide such Cloud Services.
13.4 During and after the Term, Lansweeper may extract and use, adapt, display, process, perform and distribute Aggregate Data and/or Product Metadata, for the purpose of, inter alia, (i) Lansweeper’s provision of the Product and granting Customer access thereto; (ii) verifying Customer’s compliance with the Agreement; (iii) providing Support Services, where applicable and (iv) improvement, modification and testing of the Product. Where Aggregate Data relates to a specific End User and allows for identification of that End User, such Aggregate Data shall only be used for internal Lansweeper purposes.
13.5 The Parties agree that to the extent Applicable Data Protection Legislation applies to personal data processed under the Agreement, they will comply with their obligations with respect to the processing of personal data as set out in the DPA. Lansweeper may process personal data in connection with (the execution of) these Terms. Furthermore, Lansweeper may collect and process personal data, such as End User Product usage data, to improve and personalize the Product, to comply with law, to act in accordance with Customer’s written instructions, or otherwise in accordance with the Agreement. Customer authorizes Lansweeper to collect, use, store, and transfer the personal data that Customer provides to Lansweeper as contemplated in the Agreement.
14.1 Lansweeper warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence, in accordance with generally accepted industry standards applicable to the provision of products and services of a similar nature.
14.2 Other than as provided in the Agreement, the Product (including the Lansweeper Data) are provided “as is” and Lansweeper makes no representations or warranties, express or implied, of any kind whatsoever (including, without limitation, satisfactory quality, fitness for a particular purpose, accuracy, correctness, security, completeness, non-infringing nature, title, custom or usage in trade). Lansweeper further makes no representations or warranties regarding, without limitation, the security, integrity, efficiency or capabilities of the Product. The Product is not personalized or customized to fit Customer’s particular needs and Lansweeper may not be able to respond to or resolve all of Customer’s issues, and makes no promises, guarantees or assurances to that extent. There is no warranty that the Product will be free of Error, that access will be continuous or uninterrupted, that any information provided or used with the Product will be secure, accurate, complete or timely, or that any content will be preserved or maintained without loss. Customer’s exclusive remedy for damage or loss arising from breach of the warranty as set out in this clause shall be, at Lansweeper’s option, (i) the replacement of the Product (or part thereof) concerned at no cost to Customer; (ii) a workaround and/or update to address the Error in a manner that provides Customer with reasonably equivalent functionality as provided in the Documentation, at no cost to Customer or (iii) in the event Lansweeper is unable to replace or correct such failure by exercising commercially reasonable efforts within a reasonable period of time, Lansweeper may terminate the Agreement and Customer’s sole additional remedy shall be for Lansweeper to provide a pro-rata refund of any pre-paid Charges for periods after the effective date of termination.
14.3 The Product does not qualify as a firewall, antivirus, VPN, ‘password manager’, a SCAP compliant tool, or other product that may be used to enhance Customer’s information security. Customer is solely responsible for maintaining its information security systems, to prevent unauthorized access to its network, computers, and applications.
15.1 Lansweeper shall indemnify, defend and hold Customer harmless in accordance with the provisions of this clause 15 from and against any third-party claim asserted against it that the Product (excluding Free Tools) (when used in accordance with the Agreement) directly infringes or misappropriates the Intellectual Property Rights of such claimant (an “IP Claim”). Lansweeper will pay those costs and damages finally awarded or settled (upon terms acceptable to Lansweeper) against Customer based on such IP Claim, within the limits set forth in clause 16 and provided that: (i) Customer promptly notifies Lansweeper in writing of such IP Claim; (ii) Lansweeper has sole control of the IP Claim; (iii) Customer reasonably cooperates in all respects in the defence of each such IP Claim and all related settlement negotiations and Customer does not make any admission or disclosure or otherwise take any action prejudicial to Lansweeper; and (iv) such IP Claim does not relate to any act by Customer, including (without limitation) a change by Customer to the Product, a non-compliance with the Agreement or Lansweeper’s instructions (including the Documentation), a combination of the Product (with or the addition of the Product to products or other software which has not been developed and supplied by Lansweeper, or failure to install an update where installation would have removed the cause of the infringement, or any breach of the Agreement by Customer.
15.2 If a final judgment is entered against Customer on any such IP Claim, or if in Lansweeper’s reasonable opinion Customer is likely to become subject to a successful IP Claim, then Customer shall permit Lansweeper, at Lansweeper’s option and expense, either: (i) to procure the right to continue using the Product; (ii) to replace or modify the same so that it becomes non-infringing, with functionality essentially being equal; or (iii) to terminate the Agreement and provide a pro-rata refund of any pre-paid Charges for periods after the effective date of termination of the Agreement.
15.3 The foregoing provisions of this clause 15 set forth the entire and exclusive liability of Lansweeper with respect to any IP Claim.
15.4 Without prejudice to Lansweeper’s other rights and remedies under applicable law and the Agreement, Customer will indemnify, defend and hold harmless Lansweeper from any claims, demands, actions and losses arising from or created by (i) any of Customer’s acts or omissions and/or Customer’s End Users’ acts or omissions related to the access or use of the Product; and (ii) any Integrations developed by Customer (and third parties’ use thereof).
15.5 Customer’s indemnity obligations under clause 15.4 are subject to the following conditions: (i) Lansweeper promptly notifies Customer in writing of any claim for which indemnification is sought; (ii) Lansweeper grants Customer sole control over the defence and settlement of such claim, provided that Customer may not settle any claim in a manner that imposes any obligation, restriction or liability on Lansweeper without Lansweeper’s prior written consent; and (iii) Lansweeper provides Customer with all reasonable assistance, information and cooperation in connection with the defence of such claim, at Customer’s cost.
16.1 Except in case of Lansweeper’s fraud or wilful default, Lansweeper is only liable for a breach of its obligations under the Agreement if Customer notifies Lansweeper in writing through a notice of default with observance of a reasonable period for remedy of at least ten (10) Business Days calculated as from the breach and Lansweeper fails to remedy the breach within a reasonable period. The notice must contain a complete and detailed description of the breach in order to allow Lansweeper to act adequately.
16.2 Without prejudice to clause 16.1, either Party’s liability for a failure to comply with an obligation under the Agreement which is imputable to that Party, is limited to compensation of proven direct losses in accordance with the following principles, which apply cumulatively: (i) the cumulative total aggregate liability per Contract Year is limited to the greater of (a) the Charges paid or payable by Customer in such Contract Year or (b) one (1) hundred euros (EUR 100); and (ii) neither Party is liable for any indirect damage and/or consequential damage, such as but not limited to loss of profit, loss of income, loss of revenue, loss of anticipated savings, loss of opportunity, loss of customers, claims of third parties, damage as a result of loss and/or corruption of data, loss of goodwill and reputational damage. Notwithstanding the foregoing, the limitations of liability set out in this clause 16.2 shall not apply to losses or damages arising out of or in connection with: (i) fraud and/or wilful misconduct; (ii) Customer’s infringement of Lansweeper’s or a third-party’s intellectual property rights; (iii) Customer’s breach of clause 4 and clause 9 of these Terms; (iv) any Integration developed, deployed or operated by or on behalf of Customer; or (v) Customer’s unlawful or unauthorized use of the Product.
16.3 Without prejudice to clause 16.1, Lansweeper shall have no liability or responsibility for problems in the Product caused by misuse, misuse of a Lansweeper Account, the alteration or modification of the Product by Customer, for problems arising out of the malfunction of Customer’s (internal or external) hardware, firewalls, network services , Errors caused by third party software or hardware or other infrastructure, or the configuration of such items, or for any (management) decisions that Customer or the End Users takes on the basis of the Product or for the consequences of such decisions.
16.4 Lansweeper shall not be liable due to delay or failure to comply with its obligations under the Agreement, if this delay or failure was the result of Force Majeure. In such a case, Lansweeper may suspend or terminate Customer’s access to the Product by giving Customer a prior written reasonable notice to the extent possible. In such case, Charges for Product features delivered until the termination date will be due on a pro rata basis.
16.5 Parties agree that a breach of this Agreement is only grounds for a contractual liability, with the exclusion of extra-contractual liability, unless provided otherwise by law or contract.
16.6 Parties agree that a breach of this Agreement by an agent or auxiliary person of Lansweeper (such as employees, managers, directors, contractors) is only grounds for a contractual liability claim against Lansweeper and not a ground for an extra-contractual liability claim against the auxiliary person or agent, unless provided otherwise by law or contract.
17.1 Free Trial subscriptions are entered into for a period defined in Lansweeper’s sole discretion. The Free Trial will automatically expire and not be renewed upon expiry of that period, in which case Customer’s Free Trial subscription shall revert to Free Plan.
17.2 Free Plan is offered to Customer for an undetermined period and can be terminated by either Party by notifying the other Party at any time and for any reason without liability to Customer and Lansweeper.
17.3 Unless otherwise agreed upon between Parties, Paid Subscriptions are subscribed to for an initial term of one (1) Contract Year. A Paid Subscription starts on (i) the date specified in the applicable Order (for purchases through a Lansweeper sales representative), or (ii) the online ordering date (for purchases through Lansweeper’s website or the Self Service Portal). The Paid Subscription will automatically renew for consecutive Contract Years (each a “Renewal Period”), unless (i) Customer deactivates the auto-renewal of the Paid Subscription through the Self-Service Portal at least thirty (30) days before the end of the then-current Contract Year (“Term”); (ii) where Customer operates an on-premises Lansweeper Deployment that has not been linked to the Cloud Platform and the Self-Service Portal is therefore not accessible to Customer, Customer notifies Lansweeper of its intention not to renew by email to [email protected] at least thirty (30) days before the end of the then-current Term; or (iii) Lansweeper notifies Customer that it does not intend to renew Customer’s subscription at least thirty (30) days before the end of the Term. Upon valid non-renewal in accordance with this clause, the Customer’s Paid Subscription shall revert to Free Plan.
17.4 Without prejudice to Lansweeper’s other rights and remedies under applicable law and under the Agreement, in the event of a breach by Customer of the Agreement, Lansweeper shall have the right, without compensation being due, to immediately suspend without prior notice a part or all of Customer’s use and access to the Product.
17.5 Either Party may terminate the Agreement without court intervention in case the other Party commits a material breach of the Agreement and (i) such breach has not been cured within thirty (30) Business Days following a notice specifying the breach and requiring its remedy; and/or (ii) subject to a written termination notice to the other Party, immediately terminate the Agreement in case of an irremediable breach. Without excluding any other events being considered a breach of the Agreement, the Parties agree that the following examples of events shall be considered as an irremediable material breach by Customer: (i) any form of misuse of the Product; (ii) any non-compliance with limitations on the use of the Product as stated in the Agreement or under applicable laws, including non-compliance with clause 1.5; (iii) any infringements on Lansweeper’s Intellectual Property Rights; (iv) Customer has become insolvent or declared bankrupt, has been dissolved or entered into liquidation, or has filed a voluntary petition for proceedings in temporary relief (or composition) of creditors, provided, however, in the latter case, that Customer has not confirmed within thirty (30) days following a request by Lansweeper to that effect, that it will continue the Agreement and honor all of its obligations hereunder; or (v) Customer’s subscription is restricted, suspended or terminated (whether pursuant to applicable law or core dependencies on third parties) and/or (vi) any non-compliance with Customer’s payment obligations.
17.6 Where Customer terminates the Agreement for cause in accordance with clause 17.5 of these Terms due to Lansweeper’s material breach, Customer shall be entitled to receive a pro-rated refund of any Charges prepaid for the unexpired portion of the then-current Term.
17.7 Subject to a notice period of forty-five (45) days Lansweeper has the right to terminate or suspend, at its sole option, the Agreement without termination compensation in the event Lansweeper ceases or is unable to offer the Product or Customer’s subscription thereto.
17.8 In the event of expiry or termination of the Agreement, the right of use granted to Customer (and its Affiliates) in respect of the Product hereunder shall immediately cease and Customer shall, upon the effective date of such expiry or termination: (i) cease using the Product; (ii) at Lansweeper’s discretion, immediately return to Lansweeper or destroy all copies of the Documentation, the Product features and Confidential Information in Customer’s possession, custody or control; and (iii) immediately pay any Charges outstanding at the time of termination. If applicable, the Customer’s License Key will be disabled as of the expiry date of the current Term or termination of this Agreement. Where the Agreement, in case of a Paid Subscription, is terminated under clause 17.7 of these Terms, Customer is entitled to receive a pro-rated refund based on the unused portion of Customer’s Paid Subscription, unless such termination happened with a prior notice of forty-five (45) days prior to the expiry date of Customer’s Paid Subscription Term.
17.9 Lansweeper shall delete the Customer Content that is stored within the Cloud Platform within sixty (60) days following termination. It is Customer’s obligation to export its Customer Content before termination, by making use of the export functionalities available in the Cloud Platform during Customers subscription plan Term.
18.1 Lansweeper and/or its appointed third party auditor has the right to verify Customer’s compliance with the Agreement. In connection with such verification, Customer shall, at all times and upon Lansweeper’s first request, demonstrate compliance by providing relevant documents, data, personnel or any other means reasonably required to satisfy Lansweeper’s verification process.
18.2 Customer shall reasonably maintain the data which provides details on Customer’s installation and use of the Product and this for a period of at least one (1) year following Customer’s cessation of the use of the Product.
18.3 Without prejudice to Lansweeper’s other rights and remedies in accordance with applicable law and/or the Agreement, if such verification would reveal a non-compliance, or if non-compliance is apparent from Product Metadata, Lansweeper has the right to invoice Customer for the costs of the verification as well as the (prior) unlicensed use of the Product during the Term of Customer’s subscription.
19.1 Lansweeper reserves the right to subcontract the execution of any part of the Agreement to third parties, without prior notice or information.
19.2 Customer may only transfer its rights and obligations under the Agreement to another entity upon prior written agreement from Lansweeper. Lansweeper is entitled to transfer its rights and obligations under the Agreement to third parties subject to informing Customer.
19.3 Lansweeper may provide complementary third-party products under Customer’s subscription plan. Such complementary products may be the subject matter of a separate license agreement between Customer and the third party, detailing the license conditions subject to which the complementary product is licensed.
19.4 If a Party fails to insist that the other Party performs any of its obligations under the Agreement, or if a Party does not enforce its rights against the other Party, or if a Party delays in doing so, that will not mean that this Party has waived its rights against the other Party and will not mean that this Party does not have to comply with those obligations. If a Party does waive a default by the other Party, this Party will only do so in writing, and that will not mean that this Party will automatically waive any other later default by the other Party.
19.5 If the Agreement is concluded with Lansweeper Inc., notices are to be sent by registered mail to 11044 Research Blvd, Suite 500, Austin, TX 78759 or by e-mail to [email protected] and if the Agreement is concluded with Lansweeper NV, notices are to be sent by registered mail to 9820 Merelbeke, Fraterstraat 212, Belgium or by email to [email protected]. Notices by e-mail will be deemed received after Lansweeper’s confirmation of receipt by Lansweeper via email. All communications and notices to be made or given pursuant to the Agreement shall be in the English language.
19.6 The provision of the Product by Lansweeper shall be governed exclusively by the Agreement and the DPA. For the avoidance of doubt, the application of Customer’s own terms and conditions is expressly rejected.
19.7 Termination or expiry of the Agreement, however caused, shall not affect any provision of the Agreement which is expressly or by implication intended to come into or remain in effect on or after termination or expiry including the following clauses: 11.1, 12, 13.2, 15.3, 16, 17.8, 18, 19.7, 19.8 and 19.9.
19.8 If the Agreement is concluded with Lansweeper Inc, the Agreement is exclusively governed by the laws of Texas, USA, without regard to its conflicts of laws rules or principles. If the Agreement is concluded with Lansweeper NV, the Agreement is exclusively governed by Belgian law, without regard to its conflicts of laws rules or principles.
19.9 In the event of any dispute, Customer agrees to first try to resolve the dispute informally with Lansweeper. In the event of failure to resolve a dispute: (i) if the Agreement is concluded with Lansweeper Inc., the courts of the State of Texas, Williamson County are competent; (ii) if the Agreement is concluded with Lansweeper NV, the courts of Lansweeper NV’s registered seat are competent. The Parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to the Agreement or to any dispute or transaction arising out of the Agreement. The Parties irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
19.10 These Terms are in English language. Other language versions, if provided, shall be for Customer’s convenience only and shall not be binding. In case of conflict between any translation of these Terms and the English version of these Terms, the latter shall prevail.
19.11 Except where explicitly provided otherwise herein, Lansweeper may update or modify the Agreement from time to time, for specific reasons, including but not limited to (i) applicable law; (ii) changes to the Product; (iii) technical reasons; (iv) operational requirements; or (v) changes that are advantageous to Customer. If a revision meaningfully reduces Customer’s rights, Lansweeper will use reasonable efforts to notify Customer (by, for example sending an email to the Customer, posting on Lansweeper’s blog or in the Product itself). Customer must notify Lansweeper within fifteen (15) days of Lansweeper’s notice of the modifications that Customer does not agree with such changes, and Lansweeper (at Lansweeper’s option and as Customer’s exclusive remedy) may either: (i) permit Customer to continue under the prior version of the Agreement until Customer’s next Paid Subscription (after which the modified Agreement will apply) or (ii) allow Customer to terminate the Agreement and receive a pro-rated refund based on the unused portion of the Term of Customer’s subscription.
19.12 Lansweeper may identify Customer as Lansweeper user in Lansweeper’s promotional materials. Customer may at any time request via [email protected] that Lansweeper stops doing so.
19.13 If any provision of the Agreement is or becomes illegal, invalid or unenforceable, in any respect it shall not affect or impair the legality, validity or enforceability of any other provision of the Agreement; and if such provision would be legal, valid or enforceable to the extent some part of it were deleted, such provision shall apply with the minimum modifications necessary to make it legal, valid or enforceable.