Eula India
ZEXTRAS CARBONIO END USER LICENSE AGREEMENT
This ZEXTRAS CARBONIO END-USER LICENSE AGREEMENT ("EULA") governs the use of the software product known as Zextras Carbonio, including all related updates and its components ("Software"), developed and licensed by Zextras India Pv.Ltd., B-205,BLDG 42, B-WING, AZAD NAGAR SANGAM CHS, MHADA LAYOUT, AZAD NAGAR, ANDHERI(W) MUMBAI Mumbai City MH 400053 INDIA ("Licensor" or "Zextras"), to the entity or organization that has acquired the license to use the Software ("End User" or "You"). "Zextras", "ZEXTRAS", Zextras' name and logos, as well as "ZEXTRAS CARBONIO" and "Zextras Carbonio", are trade marks of Zextras. 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.
DEFINITIONS
For the purposes of this EULA, the following 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. Collected data may also include any information relating to an identified or identifiable natural persons.
- 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 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. 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 Products 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.
- 7. Mailbox - An individual electronic mail account licensed for use under the terms of this EULA.
LICENSE GRANT
2.1. 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. 2.2. License on 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.
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 Software internal architecture, structure or design; (c) perform or facilitate any activity intended to circumvent or modify the technical limitations of the Software or access features in a manner inconsistent with the license granted herein.
RESALE AND SERVICE PROVISION
Except as expressly authorized under a separate, valid PARTNERSHIP AGREEMENT or RESALE 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; (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.
DATA COLLECTION
You acknowledge and consent that Zextras may collect, process, store, and transmit Collected Data. Such Collected Data is used to ensure compliance, improve Software performance, and support provisioning. In case of metered licenses, Collected Data is used to calculate and measure Your usage of the Software. To the extent Collected Data includes personal data, such data shall be processed in accordance with applicable data protection laws, including the REGULATION (EU) 2016/679 (General Data Protection Regulation), and subject to ZEXTRAS CARBONIO PRIVACY POLICY which will be duly shared with data subjects through dedicated interfaces and sections of the Software.
IMPROPER USE OF THE SOFTWARE
6.1. 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 outdated License Key after an upgrade. 6.2. In 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 case of the number of Mailboxes in Your server exceeds the number of licensed Mailboxes 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.
OWNERSHIP
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 thus this EULA does not grant You any rights in or to the Software other than the limited license expressly set forth herein.
SOFTWARE MAINTENANCE
8.1. Except as expressly specified herein, Zextras does not provide any paid support or other services for the Software under this EULA. 8.2. License granted to You include Software Maintenance, as defined herein, subject to the following conditions a) in 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. b) in 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. c) in 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 and the applicable fees have been duly paid.
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, and 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.
WARRANTY, LIMITATION OF LIABILITY, SOLE REMEDY, INDEMNIFICATION
10.1. 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 and the Software does not substantially conform to the functional description set forth in the Documentation, Your sole and exclusive remedy are, at Zextras' option, for Zextras to (a) modify the Software or correct the defects in the Sofware to enable it to operate in accordance with the warranty provided in this Section 10; (b) replace the Software with software that operates in accordance with the warranty provided in this Section 10; or (c) refund the license fees You paid, if any, for the Software provided that (a) the Software has been properly installed and used at all times and in accordance with the Documentation; (b) no modification, deletion or addition has been made to the Software by persons other than Zextras or its authorized representative; and (c) Zextras receives written notice of the non-conformity within the Warranty Period. 10.2. Disclaimer EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SUB-CLAUSE 10.1, 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 LICENSED SOFTWARE WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL MEET YOUR REQUIREMENTS. 10.3. 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. 10.4. 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. 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 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 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 SECTION MAY NEVER EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE, IF ANY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
SANCTIONED END USERS
11.1. You represent and ensure that nor You or Your Affiliates (or 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 a) 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. b) You shall promptly notify Zextras if You become aware to be 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.
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.
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.
GOVERNING LAW, JURISDICTION
This EULA is governed by Irish law. The court of Mumbai, Maharashtra, 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.