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SOFTWARE LICENSE AGREEMENT FOR THE ON-PREMISE VERSION OF ICEWARP SERVER (“EULA”)

Last Updated: 2 January 2023

PLEASE READ CAREFULLY BEFORE INSTALLING, UPGRADING, OR OTHERWISE USING THIS PRODUCT. BY USING THIS PRODUCT YOU ARE BECOMING A PARTY TO THIS EULA AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS EULA.

Acceptance of the EULA
Note: This is a legal agreement between You (our Customer) and Us, IceWarp Ltd. (IceWarp), which governs Your use of the IceWarp Server and its components (Software). If You are agreeing to this EULA not as an individual but on behalf of Your company, then “Customer” or “You” means Your company, and You are binding Your company to this EULA.

Sign up procedure: By clicking on the “I agree” (or similar button) presented to You by purchase website / Software installation program or by using the Software, You indicate to be bound by the terms of this EULA.

If You do not agree with the provisions below, please exit the system by clicking "Cancel" (or similar button), close the web page and/or uninstall the Software. You are not allowed to use any version of the Software without agreeing to the terms and conditions hereof.

License Grant
Subject to the terms and conditions of this EULA, IceWarp grants You a non-exclusive, non-transferable license to install and use the Software during the Subscription Term in accordance with this EULA, applicable Price List and Documentation. Your Subscription Term starts on the date of payment (or the date of order delivery if post-paid), and continues for as long as Subscription fees are paid for, unless the EULA is terminated earlier.

Support and Maintenance
This EULA is for the newest version of the Software available at the time of purchase and includes also Software Maintenance (described below) during a 1-year (or 1-month) period following the date of payment (or the date of order delivery if post-paid), or during the period for which You have paid the applicable Renewal/Subscription fee.

Maintenance provides You access to new releases (Upgrades), if and when made available, regular updates of the functionality, anti-spam and antivirus definition updates, bug fixes, security patches and other minor improvements.

The included product support (Support) entitles you to access support through IceWarp’s website.

Support and Maintenance of old versions of Software that are no longer fit for their purpose, or work only with outdated versions of Operating System (OS), will cease when superseded by newer versions made available by IceWarp, or on their respective End of Life (EOL) dates announced by IceWarp or by the OS manufacturer respectively, after which all Support and Maintenance coverage for the old version will automatically terminate. Any remaining Support and Maintenance can be recovered solely by installing a newer version not subject to EOL. Support and Maintenance is provided solely for the versions of Client Software supplied together with the Software.

Subscription Fees
The license granted herein is periodic and the Subscription fees are due each 1-year (or 1-month) according to the currently valid Price List. Each subsequent Subscription Term will commence from the last day of the previous Subscription/Maintenance period, regardless of when the Subscription was purchased.

Price Changes

Additional fees may apply when upgrading to a version of Software significantly enhanced with features previously not existing in Your license, and vice-versa, fees may decrease if IceWarp decides to discontinue or replace previously paid features. IceWarp may regularly update the Price List and Subscription fee reflecting the current exchange rates, inflation, material, workforce and suppliers’ costs.

Effect of Non- Payment
Failure to pay the Subscription fees within fourteen (14) days of our notice to You that payment is due or past due, or if You do not update payment information upon Our request, We will no longer assume responsibility to providing the Software, Maintenance and Support under this EULA and will suspend or terminate all functionality of the Software. During a temporary suspension which lasts for 30 days You can restore the Software’s functionality to the previous state and, if applicable, provision of Maintenance and Support against payment of the Subscription fee. After this grace period, in addition to terminating this EULA, You will no longer be eligible to prolong the Subscription Term other than entering into a new EULA under the terms and for the prices valid at the time for new customers.

Free Trial
If You have obtained a free trial license key, it lets You use the Software for evaluation and testing purposes only, for a limited term, without any Support, Maintenance, warranty, and indemnity obligations, to the maximum extent permitted by law, and Your right of use can be terminated at any time without any liability to You.

License Terms
You may use the Software only under a single operating system. For the avoidance of doubt, You need a separate EULA per each and every operating system of each and every computer regardless if it is a real machine or one with virtualized operating system (virtual computer), on which the IceWarp Server is installed.

Licenses issued for 1-year subscription periods are meant for Customer’s own use and not intended for the purposes of hosting, sublicensing, offering as a service or reselling on subscription terms, whereas such use requires a license issued for 1-month subscription period. The preceding clause doesn’t apply to prolongation of licenses granted before September 1, 2020.

You acquire no right to distribute the Software and no right to copy the Software and/or any associated product documentation unless agreed with IceWarp in writing.

You agree not to decompile, disassemble or reverse engineer the Software.

You acknowledge that You obtain no ownership rights to the Software under the terms of this EULA. All rights in the Software including but not limited to trade secrets, trademarks, service marks, patents and copyrights are, shall be and will remain the property of IceWarp or any third party contributor from whom IceWarp has licensed software or technology. Translations to foreign languages are copyright of their respective contributors.

You may not remove any proprietary notices, labels, trademarks on the Software or documentation.

Client Software Terms
End-user software products such as IceWarp Desktop Office, IceWarp Desktop Editors, IceWarp Outlook Sync, IceWarp FileSync, IceWarp TeamChat Desktop and IceWarp Notifier distributed with IceWarp Server are subject to a separate end-user license agreement presented during their installation, for the same license term as specified in this EULA.

Use of Telemetry Data
Upon installation, the Software will send an informative notification to Our server. The information contained in this notification is strictly confidential and is used for no other purpose than to aggregate installation statistics.

You agree that IceWarp may use technical data and related information collected through WebClient telemetry, including but not limited to technical information about Your users’ device, system, application software and anonymous usage statistics. IceWarp may use this information, as long as it is in an aggregated form that does not personally identify You or any of Your users, to operate, provide, improve, and develop Our products, services and technologies, and for research and development. If You opt out from providing telemetry data during the installation of the Software, no data will be collected until the consent is accepted again.

Record Keeping & Audit

The following terms apply to monthly subscriptions. For the calculation of Subscription fees it is necessary that usage statistics (number of accounts and enabled services) will be periodically reported to the IceWarp License Server as part of the re-activation. The Software will also periodically send to IceWarp data via e-mail about the Software, its usage, Your infrastructure, Your contact details and addresses to detect illegal Software usage. Further, You will maintain complete and accurate records of Your use of the Software sufficient to verify Your compliance with this EULA. Upon reasonable advance notice sent to You no later than 15 days prior to audit, You will allow IceWarp and its auditors to conduct the Software usage audit, including access to the records of the Software usage and any applicable documents or systems. You will provide reasonable cooperation to audit. If this audit discloses underpayment of fees, You will pay any outstanding fees and costs of this audit.

Copy Protection Code

The usage of the Software in accordance with this EULA is protected by a license key which is a software component of the Software. The Software will automatically re-activate the license key from time to time and for such purpose connect to the IceWarp License Server. Exceptionally, the Software may advise You to re-activate the license key manually. Any such re-activation is free of charge.

Please be aware that the Software may contain computer code capable of disabling or limiting the operation of the Software. Any such disabling code may be activated and the EULA may be terminated by IceWarp if: (i) You do not comply with the terms of this EULA, especially if You are in default with payment of the Subscription fees or violate the terms of license; (ii) You repeatedly fail to follow the instructions received regarding the re-activation of the license key; (iii) You do not enable reasonable access to the Software to perform audit (when applicable) or to reset the disabling code; or (iv) Your license expires or is terminated.

A dditional obligation in relation to Microsoft Exchange ActiveSync
You must ensure that Your customers (in case you are an ISP) and/or Your employees (in case you are an Enterprise Customer) and/or all users of Company Server Software agree to and are bound by the following condition on their right to access and use the Company Server Software, before they start to use the Microsoft Exchange ActiveSync service: "The provision of this service to you does not grant, and you do not receive, any rights under any Microsoft intellectual property with respect to any device or software that you use to access this service."

Not in lieu or as a substitute of your obligation mentioned above, IceWarp will send an informative email to every user of IceWarp Server upon its first use of the Microsoft Exchange ActiveSync service.

When We Modify the EULA
IceWarp reserves the right to update or modify this EULA in any future or other versions of the Software, including any policies, price lists and other documents incorporated by reference, which can be modified from time to time. If a revision meaningfully reduces Your rights, or binds You to increased fees, We will use reasonable efforts to notify You (by, for example, sending an email to the billing or administrator contact You designate to Us, posting on Our blog, through Your login to IceWarp website, or in the Software itself). New versions will require Your consent by clicking through the updated EULA. If You disagree, do not accept and do not use the new version.

If We modify the EULA during Your Subscription Term, the modified EULA will be effective upon Your next renewal of a Subscription Term. If You disagree with the updated EULA, or with the updates made to incorporated documents, as Your exclusive remedy, You may choose not to renew/upgrade.

Disclaimer of Warranties
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SHALL THE COPYRIGHT HOLDERS OR CONTRIBUTORS NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COPYRIGHT HOLDERS OR CONTRIBUTORS EXCEED THE PRICE YOU PAID FOR THE SOFTWARE LICENSED HEREUNDER.

Indemnification

You agree to indemnify and hold harmless IceWarp, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used the Software in violation of another party's rights, in violation of any law, in violations of any provisions of the EULA, or any other claim related to Your use of the Software, except where such use is authorized by IceWarp.

Notices

You agree that we will send notices to the contact information you provide us (e.g. email, mobile number, physical address) and you agree to keep your contact information up to date. In line with our privacy policy you can opt out from receiving newsletters sent to your business contact. However, you will not be able to opt-out from receiving notices that are necessary for the provision of our products and services, such as renewal notices and administrative information sent to your business contact and new version information, security notices sent to your technical contact.

Governing Law & Jurisdiction

This EULA is governed by English law, without regard to conflict/choice of law principles . The parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods to all rights and claims arising from or related to this EULA .

All disputes arising from this EULA and in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court. The language of the arbitration proceedings shall be English. The arbitration award shall be final and binding and will be published in English.