ZEXTRAS END USER LICENSE AGREEMENT V. 3.0 (Oct. 2022)
IMPORTANT: BY ACQUIRING A ZEXTRAS LICENSE OR INSTALLING ANY ZEXTRAS SOFTWARE, YOU (INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (EULA). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT ACQUIRE, INSTALL OR USE THE SOFTWARE.
- “Zextras” is used as a general term to identify the “Zextras S.r.l.” company and its subsidiaries. The Zextras name and Logos, as well as Zextras Carbonio, are Trade Mark of Zextras S.r.l.
- “You” the entity which wants to use the Software, as well as their affiliates for which said entity has rights to form and enter into legally binding agreements (“Affiliates”).
- “Documentation” means the collection of all guides, "how-to", release notes, and user manuals for the Software in any form.
- “Software” means software products that are licensed to You under this EULA, which may include third party software programs licensed under non-copyleft open source licenses, as possibly indicated in the documentation accompanying the Software.
- “Software License Key File” or “License Key” means a valid license key file issued to You to activate and use the Software.
- “Support Services” means the technical support services offered by Zextras for the Software pursuant to its then-current support policies.
- “Business Use” means use of the Software by business entities (including professionals) which independently carry out the supply of goods and services, whatever the purpose or results of such economic activities, with express exclusion of private use by consumers.
GRANT AND USE RIGHTS FOR SOFTWARE
- License Grant
The use of the Software is licensed to the end user under the terms of this EULA, with which Zextras grants You a non-exclusive, non-transferable license, without rights to sublicense, to use the Software only for Business Use in one single infrastructure under your control, directly or through a contract service, for the use of You as one single entity, including its Affiliates. This EULA extends to any third party user authorized to access and use the Software on Your behalf and treated as part of your organization, provided that they are bound by an agreement with You with terms no less stringent than this EULA and only for purposes pertaining to such relationship. Any non-compliant third party use of the Software will be considered as a non-compliant use by the licensee.
Except as expressly permitted by this EULA or by applicable law, You may not
- Perform any action aimed to derive source code from the Software and License Key File, including but not limited to decompiling, disassembling, reverse engineering -- excluding when this is expressly permitted by the applicable law to achieve interoperability or to debug the interface with a GNU LGPL licensed library included in the Software, if any, or with software licensed under any similar copyleft licensing conditions;
- Perform any action aimed to modify or create derivative works based upon the Software;
- Perform any action aimed to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions in the Software;
- Resale and Service Provision
Except as expressly permitted by this EULA, by an ongoing Partnership Agreement or by applicable law, You may not
- Sell, lease, assign, license, sublicense, distribute or otherwise transfer in whole or in part the Software;
- Use the Software on a timesharing basis to operate a service bureau facility or provide hosting of the Software for the benefit of third parties or in any other way to share one single license with more unaffiliated entities;
- Provide Software as a Service (SaaS) services to third parties entities and individuals, unless this has been expressly granted as per this section .
- Install the Software in more than one infrastructure using a single license. For the sake of clarity, geographical backup of a current installation is expressly permitted, as long as the other conditions, including install in one single infrastructure, are complied with.
- Data Collection and Privacy for License Compliance Purposes
- Improper use of Zextras' products and services
Zextras monitors and identifies any case of Improper Use of its product(s) and service(s) through monitoring software and Collected Data. The following cases will be considered as "Improper Use" use for the purposes of this License;
- Artificial circumvention of the Zextras licensing system.
- Unauthorized resale of Zextras Licenses (see this section and this section ).
- Exploitation of software bugs, glitches and vulnerabilities aimed to bypass any software or license limitation.
- Use of outdated Software License Key Files after the successful completion of a License Upgrade. A License Upgrade always requires the old license to be abandoned as a consideration for the higher product or service received.
- License Grant
Zextras retains all right, title, and interest in and to the Software, the Software License Key File(s) and all related intellectual property rights. Zextras retains all rights not expressly granted to You in this EULA.
SUPPORT AND SUBSCRIPTION SERVICES
- Support and Subscription not included
Except as expressly specified here of this EULA, Zextras does not provide any paid support or subscription services for the Software under this EULA. You have no beforehand rights to any updates, upgrades or extensions or enhancements to the Software developed by Zextras. Any support or subscription services are subject to Zextras' then-current Support and Subscription guidelines.
- Support and Subscription not included
Zextras may terminate this EULA immediately upon notice if You fail to comply with any term of this EULA. In the event of termination, any involved Software License Key File will be rendered invalid and unusable. Any obligations to pay fees incurred prior to termination and @vex of this EULA shall survive termination for any reason.
LIMITED WARRANTY AND LIMITATION OF LIABILITY
- Limited Warranty
Zextras warrants that (i) the physical media, if any, on which the Software is delivered will be free of defects in materials and workmanship; and (ii) that the Software will substantially conform to the functional description set forth in the standard Documentation accompanying the Software for a period of 90 days after the date of delivery of the Software License Key File to You ("Warranty Period"). If the physical media is defective and is returned to Zextras within the Warranty Period, your exclusive remedy will be Zextras' option to repair or replace the defective physical media. To return the defective physical media, send an email to sales[@]Zextras.com to request a return authorization number. If during the Warranty Period the Software does not substantially conform to the functional description set forth in the Documentation, your exclusive remedy will be that Zextras shall, at its sole option, correct the defects in the Software or refund the license fees You paid, if any, for the Software provided that (i) the Software has been properly installed and used at all times and in accordance with the Documentation; (ii) no modification, deletion or addition has been made to the Software by persons other than Zextras or its authorized representative; and (iii) Zextras receives written notice of the non-conformity within the Warranty Period. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT MANDATED BY LAW, Zextras AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND Zextras AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL Zextras AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. ZEXTRAS' AND ITS LICENSORS' LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER Zextras OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Sole remedy
Zextras will, in the way set out below, and subject to all limitations therein, act on any action brought against You to the extent it is based on a claim that the Software as it exists on the date of the invoice infringes any patent or copyright or other third party's intellectual property rights. Zextras shall, in the way set out below, as sole remedy, act on a third party claim that the Software infringe the intellectual property rights of such party, provided that Zextras is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim. Zextras may at its sole option obtain the right for You to continue using the infringing Software program, replace or modify the infringing Software program to it becomes non infringing, or if such replacement or modification is not reasonably available, terminate the order contract and the license with respect to the infringing Software program and provide for a reasonable refund of fees paid by you for the Software program so affected. Zextras shall not have any liability if the alleged infringement arises out of unauthorized use of the Software program, post-delivery non-Zextras modifications, or the combination with other products or devices not furnished by Zextras. THE OBLIGATIONS STATED IN THIS SECTION ARE ZEXTRAS'S SOLE LIABILITIES AND YOUR SOLE REMEDIES FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS. FOR THE AVOIDANCE OF DOUBT - THE LIABILITY OF Zextras UNDER THIS SECTION MAY NEVER EXCEED THE PRICE PAID FOR THE SOFTWARE PROGRAM BY YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
This EULA is governed by Irish law. The court of VICENZA shall have exclusive jurisdiction over any disputes relating to the terms and conditions mentioned in this EULA. However, Zextras will have the right, at its sole option, to seek remedies in a court having jurisdiction based on the place where the defendant is domiciled or has its main place of business.
- Limited Warranty
- Entire Agreement
This EULA represents the entire agreement between the parties with respect to the Software, and supersedes any prior or contemporaneous oral or written agreements concerning the subject matter contained herein.
Heading under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.
- Waiver and Modification
No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written agreement executed by the party against which it is asserted.
If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.
- Contact Information
Please direct legal notices or other correspondence to Zextras s.r.l., Largo Richini 6, 20122 Milano Italy. If You have any questions concerning this EULA, please send an email to info[@]Zextras.com.
- Shipping and Delivery
The software and its license files are available via direct download from the Zextras Website and the Zextras Store respectively. Zextras License files become available for download after any relevant payment has been processed.
- License Modification
Licenses can always be upgraded to a higher level of service or product, by requesting such modification through the relevant purchase services or a reseller. Conversely, downgrading of the license is not possible nor in terms of number of installs or Mailboxes, neither in level of services or product. As a general rule, downgrading involves one or more of a lower fee; shorter duration term or fewer users. In case of doubt, You are required to ask Zextras if a change is a downgrade. It is not possible to combine several licenses to create a single larger license, nor is it possible to split a license in to two or more licenses. Even where selling software is permitted, a sale must always involve the entirety of the license even if it is for multiple installs, seats, Mailboxes, etc.
- Entire Agreement
ADDITIONAL LICENSE TERMS AND CONDITIONS
In addition to the above sections, the Software is subject to the following terms and conditions depending on the license options you choose when you purchase the Software. In the event of any conflict between the this Section 8 and Sections 1 - 7 of the EULA, the provisions of this Section 8 shall control.
- PER MAILBOX LICENSING
"Mailbox" means a single end-user email account excluding Distribution Lists, Aliases, External Accounts or Resource Accounts.You may create and use for up to the number of Mailboxes for which you have paid the applicable license fees.
- SUBSCRIPTION LICENSE
"Subscription" means a license for the Software and Support Services that is effective upon the date of validity and terminates upon the expiration or termination of Support Services and may be renewed upon payment of the applicable fees through the appropriate channels made available by Zextras. For Software licensed on a Subscription basis, You may create and use for up to the number of licensed Mailboxes during the term of the Subscription. At the expiration of the Subscription, the license expires and the Software is disabled, ceasing to provide it functionalities. Also, At expiration of Subscription, it will not be possible to benefit from Zextras Technical Support for expired Software and related Software -- unless, in the latter case, it is not otherwise supported.
- PERPETUAL LICENSE
This license has no duration restrictions and remains valid as long as the version is on the same Major Release as the one you select during your purchase. If you update to a different Major Release this license does not cover such update and a new license for the proper Major Release must be purchased, unless You have a non-mandatory Maintenance Service in place, subject to a Maintenance fee. The list of supported versions and their respective Major Release can be found here . The Maintenance service includes the right to upgrade and update the Perpetual license to all new Major Releases and provides access to Zextras Technical Support. The Maintenance fee for the first year after purchase of a Perpetual License is included in the purchase price; after the first year, it should be renewed. The Maintenance Service must be kept active without gaps - in case Technical support or upgrade to a new Major Release is required after Maintenance Service subscription has already expired, the Maintenance Service fees must be purchased for all the unpaid years, starting from the expiring date of the original one, at full list price.
- EXTENDED TRIAL LICENSE
If You are provided with an "Extended Trial License", your use of the Software is only permitted for the period limited by the Software License Key File. It is subject to the acceptance and effectiveness of the conditions of this license, including these Additional License Terms and Conditions. Notwithstanding any other provision in this EULA, the Trial Mode of the Software is provided AS-IS without support or warranty of any kind, expressed or implied. This license is granted solely for the purpose of evaluating and testing the software, any other use is excluded.
- TRIAL MODE
A free 30-days license defined as "Trial Mode" is granted. Trial Mode is not subject to a purchase and your use of the Software is only permitted for the period limited by the Trial Mode itself, but it is subject to the acceptance and effectiveness of the conditions of this license, including these Additional License Terms and Conditions. Notwithstanding any other provision in this EULA, the Trial Mode of the Software is provided AS-IS without support or warranty of any kind, expressed or implied. This license is granted solely for the purpose of evaluating and testing the software, any other use is excluded.
Notwithstanding any other provision in this EULA, any Software offered for free by Zextras ("Freeware") – by way of example, Chat and Zextras Migration – is provided AS-IS without support or warranty of any kind, expressed or implied.
- PER MAILBOX LICENSING