SOFTWARE LICENSE AGREEMENT FOR THE ON-PREMISE VERSION OF ICEWARP SERVER ("EULA")
Last Updated: 3 November 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 virtualised 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, except
for those provided for a fixed fee per user. 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.

Integrations with Third-Party Services

The Software may contain, or otherwise enable, integrations with external Third-Party
Services ("Integrations"). Your use of Integrations is entirely at Your discretion and at
Your own risk and We assume no responsibility for the availability, functionality,
content, accuracy, reliability of any information, data, opinions, advice, statements or
outputs made by, on, or through such Integrations. Your use of any Third-Party Services is
subject to (i) Your registration at the external provider’s website, (ii) Your consent
with the specific licensing terms or terms of use and (iii) Your payment of the
corresponding service fee, as applicable to each such Third-Party Service.

Through your use of Integrations, you are sharing certain user content or data with the
Third-Party Service. We make no endorsement, recommendations or guarantees about the
nature of processing of Your user content or data by Third-Party Services. You are solely
responsible to ensure compliance of the Third-Party Services with privacy, data residency
and local processing requirements of Your organisation and for entering into the
respective agreements and/or enabling the respective privacy controls before using the
Integrations, as applicable for each such Third-Party Service.

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.

Additional 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.
