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transfer, assign or sublicense its license rights to any other person, or use the Energize Update Software on
unauthorized or secondhand Barracuda Networks equipment, and any such attempted transfer, assignment or
sublicense shall be void;
make error corrections to or otherwise modify or adapt the Energize Update Software or create derivative works based
upon the Energize Update Software, or to permit third parties to do the same; or
decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Energize Update Software to
human-readable form to gain access to trade secrets or confidential information in the Energize Update Software.
Upgrades and Additional Copies. For purposes of this Agreement, “Energize Update Software” shall include (and the terms and conditions of this
Agreement shall apply to) any Energize Update upgrades, updates, bug fixes or modified versions (collectively, “Upgrades”) or backup copies of
the Energize Update Software licensed or provided to Customer by Barracuda Networks or an authorized distributor/reseller for which Customer
has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO
LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING
SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL ENERGIZE UPDATE SOFTWARE AND HAS PAID
THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO BARRACUDA NETWORKS EQUIPMENT FOR WHICH
CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE
ENERGIZE UPDATE SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP
PURPOSES ONLY.
Energize Update Changes. Barracuda Networks reserves the right at any time not to release or to discontinue release of any Energize Update
Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other
characteristics of any future releases of the Energize Update Software.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the
Energize Update Software in the same form and manner that such copyright and other proprietary notices are included on the Energize Update
Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Energize Update Software
without the prior written permission of Barracuda Networks. Customer may make such backup copies of the Energize Update Software as may be
necessary for Customer's lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on
the original.
Protection of Information. Customer agrees that aspects of the Energize Update Software and associated documentation, including the specific
design and structure of individual programs, constitute trade secrets and/or copyrighted material of Barracuda Networks. Customer shall not
disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written
consent of Barracuda Networks. Customer shall implement reasonable security measures to protect and maintain the confidentiality of such trade
secrets and copyrighted material. Title to Energize Update Software and documentation shall remain solely with Barracuda Networks.
Indemnity. Customer agrees to indemnify, hold harmless and defend Barracuda Networks and its affiliates, subsidiaries, officers, directors,
employees and agents at Customers expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities,
damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys fees and other dispute resolution
expenses) incurred by Barracuda Networks arising out of or relating to Customers (a) violation or breach of any term of this Agreement or any
policy or guidelines referenced herein, or (b) use or misuse of the Barracuda Networks Energize Update Software.
Term and Termination. This License is effective upon date of delivery to Customer of the initial Energize Update Software (but in case of resale by
a Barracuda Networks distributor or reseller, commencing not more than sixty (60) days after original Energize Update Software purchase from
Barracuda Networks) and continues for the period for which Customer has paid the required license fees. Customer may terminate this License at
any time by notifying Barracuda Networks and ceasing all use of the Energize Update Software. By terminating this License, Customer forfeits
any refund of license fees paid and is responsible for paying any and all outstanding invoices. Customer's rights under this License will terminate
immediately without notice from Barracuda Networks if Customer fails to comply with any provision of this License. Upon termination, Customer
must cease use of all copies of Energize Update Software in its possession or control.
Export. Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Energize Update Software.
Restricted Rights. Barracuda Networks' commercial software and commercial computer software documentation is provided to United States
Government agencies in accordance with the terms of this Agreement, and per subparagraph “(c)” of the “Commercial Computer Software -
Restricted Rights” clause at FAR 52.227-19 (June 1987). For DOD agencies, the restrictions set forth in the “Technical Data-Commercial Items”
clause at DFARS 252.227-7015 (Nov 1995) shall also apply.
No Warranty. The Energize Update Software is provided AS IS. Customer's sole and exclusive remedy and the entire liability of Barracuda
Networks under this Energize Update Software License Agreement will be, at Barracuda Networks option, repair, replacement, or refund of the
Energize Update Software.
Renewal. At the end of the Energize Update Service Period, Customer may have the option to renew the Energize Update Service at the current