"Licensed Product" means collectively the Licensed Software and the Licensed Documentation.

”Licensed Software” means the Licensor’s proprietary software which is delivered in the form of executable code, scripts and configuration files as an add-on to the Open-Xchange Server as licensed under this Agreement. In particular the Licensed Software includes, but is not limited to, the Microsoft Outlook™ connector (called the Outlook OXtender), Palm™ connector (called the Palm OXtender), Administration interface software, migration tools, and/or installation tools.

“Licensed Documentation” means all the documentation, in printed or electronic form, that is related to the Licensed Software.

“Use”, with regard to the Licensed Software, means Licensee may install, use, access, run, or otherwise read the Licensed Software into and out of memory in accordance with the documentation and the license grant from Licensor. With regard to the Licensed Documentation, “Use” means Licensee may read, use, reproduce and otherwise employ the Licensed Documentation as needed to make use of the Licensed Software.

“Effective Date” means the date of acceptance of this agreement by Licensee by clicking the I accept button or entering Yes when asked to accept this License Agreement.

“Remote Access” means direct connection to the systems wherein the Software resides via the Internet, via high-speed, point-to-point network access between Licensee and Licensor.

“Named User” means each person who is administered by the Administration Interface Software and is given a user name and password by Licensee.

Subject to the payment of the license fees and charges to Licensor, Licensor grants to Licensee a limited, non-exclusive, non-transferable license to Use the Licensed Product during the Agreement’s term. Licensee agrees that it has no right, power or authority to make any modifications to, or unauthorized copies of, the Licensed Product. Licensee must acquire one license for each “Named User” who Uses the Licensed Product.

Licensee may make one copy (in machine-readable form only) of the Licensed Software solely for backup or disaster recovery purposes. Licensee must reproduce the copy without modification, including all copyright and other proprietary notices that are on the original copy. The Licensed Documentation may be reproduced in print and electronic forms for use by the Licensee. Licensee may not modify the Licensed Documentation or distribute it to third parties in any form.

The Licensed Product shall be delivered via Licensor’s website or Licensor’s download service provider, and any applicable or required serial number(s) to activate the Licensed Software will be delivered via email as soon as practicable after the Effective Date. All Licensed Software delivered via download shall be deemed accepted upon delivery of the serial number(s).

If requested in writing by Licensee, Licensor shall deliver the Licensed Product via email to an email address that Licensee shall provide to Licensor. The Licensor shall email to Licensee a compressed file containing the Licensed Products in a common compression format or as a self-extracting executable in addition to any applicable serial number(s). Licensor and Licensee both warrant that their respective email servers can process, receive and store files or the type and memory size of the attached file. Licensor shall deliver the Licensed Product via email within three (3) days after Licensee provides the email address. Licensee shall provide the email address within three (3) days after the Effective Date. Licensee shall inform Licensor within ten (10) days after delivery if Licensee is unable to properly extract, decompress and install the Licensed Product from the file. Licensor shall take steps after such notification to either attempt another email delivery or to provide for physical delivery of the Licensed Product to Licensee.

Licensor shall provide Licensee with all corrections, revisions, patches, service packs, updates and subsequent releases of the Licensed Product made available by Licensor for the period of one (1) year from date of purchase.

Licensee shall pay Licensor’s license fees and charges for the Licensed Product in effect at the time of Licensee’s acceptance of the Agreement.

The license fees and charges, taxes and other applicable charges are due and payable within ten (10) days after Licensee’s receipt of the applicable invoice unless such fees have already been paid on-line through the Licensor’s web site or the Licensor’s designated e-commerce service provider. Licensee shall pay a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, per whole or partial calendar month on the unpaid amount.

If permitted under applicable law Licensee shall pay all taxes based on or in any way measured by this Agreement or any related services (e.g. sales taxes, value added taxes), excluding taxes based on Licensor’s net income, but including personal property taxes, if any. If Licensee challenges the applicability of any such tax, it shall pay the same to Licensor and Licensee may then seek a refund.

The term shall commence on the Agreement’s Effective Date and shall continue in perpetuity.

Allow other persons than Named Users the use of and access to the Licensed Product.

Modify, translate, reverse engineer, decompile, disassemble, reduce the Licensed Software to a humanly perceivable form, or create derivative works based upon the Licensed Product, or cause another to do so, except to the extent expressly permitted by applicable law despite this limitation;

Remove any proprietary notices, labels, copyright marks, or trademarks on the Licensed Product;

Modify, adapt, rent, lease, commercially host, sublicense, redistribute, or loan the Licensed Product.

Licensor warrants that for one year from the date of purchase of the Licensed Product:

If the Licensed Product fails to meet the media warranty of Paragraph 9(a)(1) and Licensee gives Licensor written notice thereof during the applicable warranty period, Licensor shall replace such media. If the Licensed Product fails to meet the warranty of Paragraph 9(a)(2) and Licensee gives Licensor written notice thereof during the applicable warranty period, Licensor’s sole obligation shall be to provide technical services via email or phone or through Remote Access to attempt to correct the failure, provided that Licensee gives Licensor detailed information regarding the failure and Licensor is able to duplicate or view the same. Licensee acknowledges that the Licensed Product is complex, may not be error free, and that all errors, if any, may not be correctable or avoidable.

EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN PARAGRAPH 8 AND IN LIEU OF ALL OTHER WARRANTIES, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE OR SYSTEM INTEGRATION, OR NON-INFRINGEMENT OR THIRD PARTY RIGHTS RELATING TO THE LICENSED PRODUCT. Some jurisdictions do not permit the exclusion of implied warranties or limitations on applicable statutory rights of the consumer, and, as such, some portion of the above limitation may not apply to Licensee. In such jurisdictions, Licensor’s liability is limited to the greatest extent permitted by law.

Licensee shall be solely responsible for the selection, use, efficiency, and suitability of the Licensed Product and Licensor shall have no liability therefore.

The warranty provisions of this Paragraph 8 do not apply if the Licensed Product has been subject to modification by a party other than Licensor or in a manner not in accordance with Licensor’s instruction, has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor, is subject to accident or abuse, or is used in ultra hazardous activities.

THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE´S QUIET ENJOYMENT OF THE LICENSED PRODUCT OR AGAINST INFRINGEMENT, AND LICENSOR HAS NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED PRODUCT OR ANY PORTION THEREOF.

IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF THE ACTION, ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR´S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE LICENSE PRODUCT, INCLUDING, BUT NOT LIMITED TO, LOST DATA TIME, PROFITS, DELIVERY DELAY OR LICENSOR´S PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO LICENSEE. In such jurisdictions, Licensor’s liability is limited to the greatest extent permitted by law.

Licensor may terminate/cancel this Agreement if Licensee is in default of any other provision hereof and such default has not been cured within thirty (30) days after Licensor gives Licensee written notice.

In the event of any termination/ cancellation, Licensor may require, as an exclusive remedy, that Licensee cease any further use of the Licensed Product or any portion thereof and immediately destroy all copies of the Licensed Product and erase the Licensed Software from any temporary RAM and permanent memory. Upon Licensor’s request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 11(b).

Any claim arising out of or related to this Agreement must be brought no later than one (1) year after it has accrued.

This Agreement is the sole agreement between the parties relating to the subject matter and supersedes all prior understandings, writings, proposals, representations, or communications, written or oral, of either party. Only a writing executed by the authorized representatives of both parties may amend this Agreement.

This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the prior written consent of Licensor.

Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible to reflect the original intention of the parties and all other portions of this Agreement will remain in full force and effect. In the event of any termination or cancellation of this Agreement, provisions that are intended to continue and survive shall do so.

Failure of either party to enforce any provision of this Agreement will not be deemed a waiver of the provision or the right to enforce that provision.

Licensee shall not export or re-export, or allow exporting or re-exporting of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or any other applicable foreign agency or authority. By accepting this Licensing Agreement, Licensee represents and warrants that it is not located in, under control of, or a national or resident in a United States embargoed country, or on the United States Treasury Department’s List of Specially Designated Nationals or the United States Commerce Department’s Denied Person’s List or Entity List.

This Agreement shall be interpreted in accordance with the substantive law of the State of Delaware. The application of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods - both dated July 17, 1973 – and of the UN agreement on the sale of goods of April 11, 1980 shall be excluded. In action arising out of or relating to this Agreement or the Licensed Product, both parties consent to the nonexclusive jurisdiction of the federal and state courts located in the County of New Castle, Delaware. The prevailing party of any dispute shall recover its reasonable attorneys’ fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute.

During the Agreement’s term, Licensee agrees to regularly back-up its data derived from the Use of the Licensed Product onto a separate media. Licensee acknowledges that any failure to do so may significantly decrease its ability to mitigate any harm or damage arising from any problem or error in the Licensed Products or the provision of services under this Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS SPECIFICALLY ACKNOWLEDGED AND AGREED THAT NO REPRESENTATION, WARRANTY OR OTHER ASSURANCE IS MADE, DIRECTLY OR INDIRECTLY, THAT (I) ALL OR ANY PORTION OF THE LICENSED PRODUCT COMPLIES WITH ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, OR ORDINANCES, AS THE SAME MAY BE CHANGED FROM TIME TO TIME, OR (II) LICENSEE´S USE OF THE LICENSED PRODUCT WILL RESULT IN LICENSEE´S COMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, OR ORDINANCES, AS THE SAME MAY BE CHANGED FROM TIME TO TIME.

Portions of the Licensed Products utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in separate agreements and Licensee’s use of such material is governed by the related agreements terms.