Licenses

ZEXTRAS CARBONIO END USER LICENSE AGREEMENT

This ZEXTRAS CARBONIO END USER LICENSE AGREEMENT ("EULA" or "Agreement") governs the use of the software product known as Zextras Carbonio, including all related updates and its components ("Software" or "Zextras Carbonio"), developed and licensed by Zextras s.r.l., with registered office at Largo Richini 6, 20122 Milano, Italy ("Licensor" or "Zextras"), to the entity or organization that has been granted a license to use the Software ("End User" or "You"). "Zextras", "ZEXTRAS", Zextras' name and logos, as well as "ZEXTRAS CARBONIO" and "Zextras Carbonio", are trademarks of Zextras s.r.l. By installing, accessing, or using the Software, the End User agrees to be bound by the terms of this Agreement. If the End User does not agree to the terms of this Agreement, it must not install or use the Software.

1. DEFINITIONS

For the purposes of this EULA, the following capitalised terms shall have the meanings set forth below:

1. Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
2. Collected Data: technical information or other information collected by Zextras, including with automated means, about Your use of the Software, including but not limited to IP addresses, system configurations, and usage metrics.
3. Documentation: all manuals, instructions, specifications, technical materials, guides for users, guides for administrators and other documentation for the Software which is made generally available by Zextras as part of the Software, as updated by Zextras from time to time.
4. Infrastructure: a single environment comprising the systems, networks, and hardware under the End User's control where the Software is installed and operated.
5. License Key: a digital key issued by Zextras that activates the Software, permits its use under the terms of this EULA and defines the scope of the Software license.
6. Mailbox: an individual electronic mail account licensed for use under the terms of this EULA, excluding Distribution Lists, Aliases, External Accounts or Resource Accounts.
7. Metrics: the Collected Data transmitted by the Software to Zextras which is necessary to verify compliance with the scope of the license and, in the case of metered licenses, to calculate and measure Your usage of the Software.
8. Partner: any entity that has been authorised by Zextras, under a separate PARTNER AGREEMENT, to promote, distribute, license and sublicense the Software to End Users, directly or through authorised Resellers.
9. Reseller: any entity that has been expressly authorised by Zextras and by a Partner, under a separate RESELLER AGREEMENT, to distribute or otherwise provide the Software to End Users.
10. Software Maintenance: activities carried out by Zextras to deliver software updates for the Software. These updates, which are developed exclusively by Zextras, include, but are not limited to, vulnerability fixes and bug fixes, and are intended solely to align the Software with the latest available release or version. Software Maintenance does not include support or customization services. End Users who have duly acquired a valid license are entitled to receive Software Maintenance in accordance with the terms of the license.

2. LICENSE GRANT

1. Subject to the terms and conditions of this EULA, Zextras hereby grants to You, as the End User, a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Software solely for internal business purposes and exclusively within a single Infrastructure under Your direct control or operated on Your behalf by a contracted service provider. Such use is limited to You as a single legal entity, including Your Affiliates. This license extends to third parties operating under Your control who are contractually bound by obligations no less stringent than those contained herein and who access the Software solely for Your benefit. Any unauthorized use by third parties shall be deemed a breach of this EULA by You.
2. License on the Software to You is granted solely in connection with ordinary business operations. You acknowledge and agree that the Software is intended only for business use and has not been designed and tested for safety-critical or mission-critical applications. You acknowledge and agree that the Software is not licensed for military end-use, which includes: (a) the incorporation into military items whatsoever; or (b) the use of production, test or analytical equipment and components therefor, for the development, production or maintenance of military items; or (c) the use of any unfinished products in a plant for the production of military items.
3. The Software is made available to You under one of the license models set forth in Clause 3 below, as determined by Zextras from time to time. The license model applicable to You, together with its scope, is defined by the License Key and by the agreement pursuant to which the Software has been provided to You. You shall have no right to demand or assume entitlement to any particular license model.

3. LICENSE MODELS

3.A Subscription, Perpetual and Metered Licenses

1. The Software is licensed under one of the following commercial license models, the applicable one being defined by the License Key and by the agreement pursuant to which the Software has been provided to You:
   • Subscription License: the license is granted for the duration of the subscription and remains effective for as long as the subscription is valid and all applicable fees have been paid in full. Upon expiry or termination of the subscription, the license expires and the Software ceases to provide its functionalities.
   • Perpetual License: the license has no duration restriction and remains valid, for the version and release for which it has been granted, subject to Clause 10 below in respect of Software Maintenance.
   • Metered License: the license is granted for the limited period defined by the License Key and permits use of the Software commensurate with actual usage. Under a Metered License, the Metrics transmitted by the Software pursuant to Clause 6 serve not only to verify compliance with the scope of the license but also to measure such usage; accordingly, the continued transmission of the Metrics is a condition for the proper operation of the license, and any interruption of, or interference with, such transmission affects the operation of the Software and constitutes Improper Use for the purposes of Clause 7. The economic and billing terms applicable to the Metered License are governed exclusively by the agreement pursuant to which the Software has been provided and do not form part of this EULA.

3.B Not-for-Resale (NFR) Licenses

1. Zextras may grant to a Partner, and where expressly authorised to a Reseller, a Not-for-Resale license ("NFR License"), being a License Key issued solely to support non-production and non-commercial activities. Where the Software is provided to You under an NFR License, this Sub-clause 3.B shall apply and, in the event of any conflict with the remaining provisions of this EULA, shall prevail in respect of such NFR License.
2. An NFR License may be used solely for the following purposes: (a) internal testing and evaluation; (b) product familiarization; (c) demonstration activities; (d) technical validation; (e) training and certification preparation; and (f) internal lab and familiarization environments.
3. An NFR License shall not, under any circumstances, be used for: (a) production environments; (b) commercial hosting; (c) revenue-generating services; (d) live or production customer environments; (e) long-term customer deployments; or (f) managed-service production workloads, save where expressly approved in writing by Zextras.
4. An NFR License is strictly personal to the holder, non-transferable and non-sublicensable. It shall not be shared, transferred, resold or otherwise distributed outside the organization to which it has been issued, including to any customer, End User or unaffiliated Reseller. The holder remains fully accountable for the governance and proper internal use of the NFR License.
5. An NFR License is granted for a limited duration determined by Zextras and defined by the License Key; renewal is not automatic and remains subject to Zextras' prior assessment. The Software provided under an NFR License is licensed on an "AS IS" basis and, except as otherwise required by mandatory law, is provided without warranty of any kind. Zextras reserves the right to review usage of, and to suspend or revoke, any NFR License in the event of misuse or breach of this Sub-clause 3.B, in accordance with Clause 7 below.

3.C Software-as-a-Service (SaaS) Provision

1. Notwithstanding Sub-clause 2.1 and the prohibition set forth in Clause 5(c), the Software may be provided as a software-as-a-service ("SaaS") where, and only to the extent that, such provision has been expressly authorized in writing by Zextras. Where the Software is provided as a SaaS as authorized by Zextras, this Sub-clause 3.C shall apply and, in the event of any conflict with the remaining provisions of this EULA, shall prevail in respect of such SaaS provision. Absent such express authorization, any provision of the Software as a SaaS is prohibited and shall constitute a breach of this EULA.
2. Where the Software is provided as a SaaS, the entity operating the Software and providing the SaaS (the "SaaS Provider") shall be solely responsible for the operation, configuration, security and management of the Infrastructure on which the Software is operated, and for the provision of the service to the users thereof. The scope of the SaaS provision, together with the license model applicable to it, is defined by the License Key and by the agreement pursuant to which the Software has been provided to the SaaS Provider.
3. The obligation to ensure the transmission of the Metrics in accordance with Clause 6 rests, in respect of a SaaS provision, exclusively with the SaaS Provider, which shall ensure that the Infrastructure on which the Software is operated remains able to reach the systems designated by Zextras and shall not disable, obstruct or otherwise interfere with such transmission. Any interference with, or prevention of, the transmission of the Metrics shall constitute Improper Use for the purposes of Clause 7.
4. The relationship between the SaaS Provider and the end users of the SaaS, including the terms governing their access to and use of the service, shall be governed exclusively by the agreement between the SaaS Provider and such users, and does not form part of this EULA. The SaaS Provider shall remain fully responsible towards Zextras for any use of the Software made in connection with the SaaS provision, and shall ensure that such use at all times complies with the scope of the license and with the restrictions set forth in this EULA.

4. RESTRICTIONS

Except as expressly permitted by this EULA or as mandated by applicable law, You shall not: (a) modify, translate, convert, adapt, create derivative works based upon or derived from, duplicate, correct, enhance, maintain, update, rent, repackage, or remanufacture the Software or any part thereof, the License Key or any part thereof; (b) disassemble, reverse assemble, decompile, translate or convert into human-readable form or into another computer language, reconstruct or decrypt, reverse engineer, reverse compile, or otherwise attempt to derive source code from all or any part of the Software, or otherwise to discern the Software's internal architecture, structure or design, save where and to the extent such acts are permitted by mandatory applicable law, including for the purposes of achieving interoperability or of debugging the interface with a library licensed under the GNU Lesser General Public License or under similar copyleft terms included in the Software; (c) perform or facilitate any activity intended to circumvent or modify the technical limitations of the Software or to access features in a manner inconsistent with the license granted herein; or (d) disable, obstruct, alter or otherwise interfere with the transmission of the Metrics as set forth in Clause 6 below.

5. RESALE AND SERVICE PROVISION

Except as expressly authorized under a separate, valid PARTNER AGREEMENT or RESELLER AGREEMENT, or as permitted by applicable law, You shall not: (a) sell, sublicense, lease, assign, distribute, provide or otherwise transfer the Software to any third party; (b) operate the Software as a service bureau or otherwise host the Software for the benefit of third parties; (c) provide the Software as a software-as-a-service ("SaaS") unless expressly authorized by Zextras; or (d) install the Software in more than one Infrastructure under a single license, save for legitimate geographical backup purposes, provided the Software is not concurrently operational across installations.

6. DATA COLLECTION AND METRICS

1. You acknowledge and consent that Zextras may collect, process, store, and transmit Collected Data. Such Collected Data is used to ensure compliance with the scope of the license, to improve the performance and security of the Software, and to support provisioning. In the case of metered licenses, Collected Data is further used to calculate and measure Your usage of the Software.
2. You acknowledge and agree that the transmission of the Metrics is a technical requirement for the operation of the Software under this EULA. Accordingly, You shall ensure that the Infrastructure on which the Software is installed remains able to reach the systems designated by Zextras for the receipt of the Metrics, and shall not disable, obstruct or otherwise interfere with such transmission. Zextras shall make available the technical means by which the Metrics are transmitted, including, where applicable, arrangements suitable for environments with restricted connectivity, as described in the Documentation.

7. IMPROPER USE OF THE SOFTWARE

1. Zextras reserves the right to monitor compliance with this EULA through automated systems and Collected Data. The following shall constitute improper use ("Improper Use"): (a) circumvention of the licensing system; (b) unauthorized resale or distribution of License Keys; (c) exploitation of vulnerabilities to bypass limitations; (d) continued use of an outdated License Key after an upgrade; (e) use of an NFR License in breach of Sub-clause 3.B; and (f) disabling, obstructing or otherwise interfering with the transmission of the Metrics in breach of Clause 6.
2. In the case of proven Improper Use of the Software, any License Key involved will be temporarily invalidated, upon seven (7) days' notice, until the issue is clarified by You. In the event that the number of Mailboxes on Your server exceeds the number of Mailboxes licensed by Zextras, the related license is disabled, and access to Zextras functionalities and Software Maintenance is suspended until restored by Zextras. If a single license is installed in more than one Infrastructure, the license is disabled, and access to functionalities and Software Maintenance is suspended until rectified.

8. OWNERSHIP

Save as provided in Clause 9 in respect of Open Source Components, Zextras retains all right, title, and interest in and to the Software, the License Keys, and all related intellectual property rights. Zextras retains all rights not expressly granted to You in this EULA; accordingly, this EULA does not grant You any rights in or to the Software other than the limited license expressly set forth herein.

9. OPEN SOURCE AND THIRD-PARTY COMPONENTS

1. The Software may incorporate, be accompanied by, or be distributed together with software components licensed by third parties or by Zextras under free and open source software licenses, including copyleft licenses ("Open Source Components"). Open Source Components are licensed to You under the terms of their respective licenses and not under this EULA. Where any term of this EULA conflicts with the terms of the license governing an Open Source Component, the terms of such license shall prevail in respect of that component.
2. Nothing in this EULA, and in particular nothing in Clause 4 or Clause 8, shall limit, restrict or otherwise affect any right granted to You under the license governing an Open Source Component, including any right to use, study, modify, reproduce or distribute such component, or to obtain the corresponding source code thereof, including where such right arises by reason of interaction with the component over a network. Any modification right granted by such licenses may always be exercised by any recipient of the relevant component.
3. Where You exercise any right referred to in Sub-clause 9.2, Zextras shall have no warranty, Software Maintenance or support obligation whatsoever in respect of the Software as so modified, and all fees due under the agreement pursuant to which the Software has been provided to You shall remain due in full.
4. Software Maintenance under this EULA does not extend to Open Source Components as such, nor to any open-source or freely available version of Zextras Carbonio ("Zextras Carbonio Community Edition") or to any component or library thereof, regardless of its origin and whether or not used in conjunction with or integrated into the Software.

10. SOFTWARE MAINTENANCE

1. Except as expressly specified herein, Zextras does not provide any paid support or other services for the Software under this EULA.
2. The license granted to You includes Software Maintenance, as defined herein, subject to the following conditions:
   • in the case of perpetual licenses, Software Maintenance is included for a limited duration, provided that the corresponding fees have been duly paid in full. Upon expiry of the Software Maintenance period, You shall retain a perpetual, non-transferable right to use the licensed version of the Software as it existed at the time of expiry, but shall no longer be entitled to receive updates or Software Maintenance releases issued thereafter;
   • in the case of subscription licenses, Software Maintenance is included for the duration of the subscription, as long as it remains valid and all related fees are paid in full;
   • in the case of metered licenses, Software Maintenance is included for the limited period corresponding to the duration of the issued license, provided that usage is within the licensed scope, that the Metrics are duly transmitted in accordance with Clause 6, and that the applicable fees have been duly paid.

11. TERMINATION

Zextras may terminate this EULA immediately upon notice if You fail to comply with any term of this EULA. Upon termination, affected License Keys will be rendered invalid, the Software will be unusable, and You shall immediately cease use of the Software and destroy all copies in Your possession. Any obligations to pay fees incurred prior to termination of this EULA shall survive termination for any reason. Termination shall not limit any of Zextras' rights or remedies available at law.

12. WARRANTY, LIMITATION OF LIABILITY, SOLE REMEDY, INDEMNIFICATION

12.1 Limited Warranty. Zextras warrants that the Software will materially conform to the Documentation for ninety (90) days after delivery of the License Key. In the event of any breach of this warranty, where the Software does not substantially conform to the functional description set forth in the Documentation, Your sole and exclusive remedy shall be, at Zextras' option, for Zextras to: (a) modify the Software or correct the defects in the Software to enable it to operate in accordance with the warranty provided in this Clause 12; (b) replace the Software with software that operates in accordance with the warranty provided in this Clause 12; or (c) 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 ninety (90) day warranty period.

12.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SUB-CLAUSE 12.1, THE SOFTWARE IS PROVIDED BY ZEXTRAS AND ITS LICENSORS "AS IS". TO THE MAXIMUM EXTENT MANDATED BY LAW, ZEXTRAS AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES WHATSOEVER OF EVERY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND ZEXTRAS AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZEXTRAS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL MEET YOUR REQUIREMENTS.

12.3 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' AGGREGATED 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. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION AND SHALL APPLY EVEN IF A PARTY SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.4 Indemnification. 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 infringes or violates any patent, copyright, trademark, trade secret or other intellectual property right of a third 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, replace or modify the infringing Software so that it becomes non-infringing, or, if such replacement or modification is not reasonably available, terminate the license with respect to the infringing Software and provide for a reasonable refund of fees paid by You for the Software so affected. Zextras shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, post-delivery non-Zextras modifications, or the combination with other products or devices not provided by Zextras. THE FOREGOING OBLIGATIONS CONSTITUTE ZEXTRAS' SOLE AND EXCLUSIVE OBLIGATIONS TOWARD YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY INTELLECTUAL PROPERTY CLAIM OR ACTION BROUGHT AGAINST YOU AS AFORESAID. FOR THE AVOIDANCE OF DOUBT, THE LIABILITY OF ZEXTRAS UNDER THIS CLAUSE MAY NEVER EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE, IF ANY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. SANCTIONED END USERS

1. You represent and ensure that neither You nor Your Affiliates (nor any person acting on Your behalf) is listed on any sanctioned list, located or organized in any country or territory subject to country- or territory-wide sanctions, or otherwise a subject of sanctions. Under this provision, "sanction" shall mean any economic or financial sanctions laws, regulations or trade embargoes or similar restrictive measures imposed, administered or enforced from time to time by the European Union or any of its member states. You acknowledge and agree that:
   • Zextras may, at its sole discretion, effective immediately and without notice, terminate this EULA, without any liability for Zextras, if You are found, irrespective of the date of the sanction, to be listed on any sanctioned list, located or organized in any country or territory subject to country- or territory-wide sanctions, or otherwise a subject of sanctions;
   • You shall promptly notify Zextras if You become aware that You are listed on any sanctioned list, located or organized in any country or territory subject to country- or territory-wide sanctions, or otherwise a subject of sanctions.

14. SEVERABILITY

If any provision of this EULA is held to be unenforceable or invalid, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

15. WAIVER

Failure or delay by Zextras to exercise any right or remedy under this EULA shall not operate as a waiver of such right or remedy.

16. GOVERNING LAW, JURISDICTION

This EULA shall be governed and construed in all respects by and in accordance with the laws of Italy, without regard to the conflict-of-laws principles that would require the application of any other law. Any dispute arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the Court of Vicenza, Italy. However, Zextras shall have the right, at its sole option, to seek remedies before a court having jurisdiction based on the place where the defendant is domiciled or has its main place of business.

ZEXTRAS SUITE END USER LICENSE AGREEMENT

IMPORTANT: BY ACQUIRING A ZEXTRAS LICENSE OR INSTALLING ZEXTRAS SOFTWARE AS DEFINED IN THE "DEFINITIONS" SECTION OF THIS EULA, 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.

DEFINITIONS

1. Zextras is used as a general term to identify the "Zextras S.r.l." company and its subsidiaries. The Zextras name and Logos, are Trade Mark of Zextras S.r.l."
2. 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").
3. Documentation means the collection of all guides, "how-to", release notes, and user manuals for the Software in any form.
4. 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.
5. Software License Key File or "License Key" means a valid license key file issued to You to activate and use the Software.
6. Support Services means the technical support services offered by Zextras for the Software pursuant to its then-current support policies.
7. 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

1. 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.
2. Restrictions
   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;
3. 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 under the Additional License Terms below.
   • 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.
4. Data Collection and Privacy for License Compliance Purposes
   You agree that Zextras may collect, use, store and transmit technical and related information about your use of the Software which may include Internet Protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics ("Collected Data"). Collected Data may be used by Zextras (or its Partners) to facilitate the provisioning of updates, support, commercial proposals or online services to You. Collected Data is subject to Zextras' Privacy Policy.
5. 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.
   • 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.
   In case of proven Improper Use of the software, any involved Software License Key File will be temporarily invalidated, upon 7 a days notice, until the clarification of the case by the user. In case of the number of accounts in your server exceeds the number of accounts licensed by Zextras, the related license is disabled and it is not possible to benefit from Zextras functionalities nor Zextras Technical Support, until they are restored by Zextras. In case of installation of a single license in more than one infrastructure, the license is disabled and it is not possible to benefit from Zextras functionalities nor Zextras Technical Support, until these rights are restored by Zextras.

TITLE

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

1. Support and Subscription not included
   Except as expressly specified in the Additional License Terms below, 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.

TERMINATION

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 of this EULA shall survive termination for any reason.

LIMITED WARRANTY AND LIMITATION OF LIABILITY

1. 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.
2. 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.
3. 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.
4. Jurisdiction
   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.

GENERAL

1. 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.
2. Headings
   Heading under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.
3. 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.
4. Severability
   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.
5. 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.
6. 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.
7. 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.

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.

1. 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.
2. 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.
3. 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 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.
4. 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.
5. 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.
6. FREEWARE
   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.