End User License Agreement

Last updated: March 31, 2017

The End User License Agreement (hereinafter referred to as License Agreement) concerning the CodeTwo Software.

Preamble.

I. CodeTwo Software is protected by copyright law pursuant to international agreements and domestic legal acts binding in the individual states. CodeTwo Software is sole property of the Licensor. The exclusive entity entitled to the copyrights to the Software is the Licensor.

II. Any use of CodeTwo Software that includes, but is not limited to, installation, copying, dissemination, distribution, irrespective of means, is permitted exclusively in the form of authorization pursuant to the License Agreement hereof. Any use of CodeTwo Software outside the bounds of the License Agreement shall breach the copyrights of the Licensor to CodeTwo Software.

III. Any use of CodeTwo Software that includes, but is not limited to, opening files containing CodeTwo Software, copying and transferring, in whole or in parts, and in particular installing, registering and/or accessing CodeTwo Software online through Licensor’s Websites, and ticking the checkbox under the License Agreement to confirm that the User agrees to the License Agreement, shall mean the acknowledgement of the provisions of the License Agreement and shall constitute the act of and serve to bind the Licensee to this Agreement.

IV. The User who performs the abovementioned acts which includes, but is not limited to, installing, registering and/or accessing CodeTwo Software online through Licensor’s Websites, and ticking the checkbox under the License Agreement to confirm that the User agrees to the License Agreement, on behalf of the Licensee other than a natural person, declares, confirms and guarantees that they are entitled to bind the Licensee to the provisions of the License Agreement and can be bound on behalf of the Licensee by the terms and conditions of this Agreement.

V. Should the User not agree to the aforementioned provisions that include in particular the provisions of the License Agreement, neither agrees to be bound or bind the Licensee other than a natural person by its provisions, is immediately prohibited from downloading, copying, installing, and any other use of CodeTwo Software (including accessing CodeTwo Software online through Licensor’s Websites), and is obligated to destroy or return all available copies and media with CodeTwo Software.

VI. The License Agreement hereof applies to all copies and web instances of all CodeTwo Software.

VII. This License Agreement becomes effective as of the date the User commences to use CodeTwo Software in any form, and during the first installation, access or registering the CodeTwo Software online through Licensor’s Websites or ticking the “I accept the terms in the License Agreement” checkbox.

VIII. This License Agreement supersedes any and all prior agreements between the Licensor and the Licensee in regard to CodeTwo Software.

IX. Microsoft, Exchange, Azure, Office 365, Skype, Active Directory, Windows, Outlook, ActiveSync are registered trademarks of Microsoft Corporation. Apple, iPad, iPhone, iPod touch, Mac and iCloud are registered trademarks of Apple Inc. Any other company and product names mentioned in CodeTwo Software may also be third party trademarks and/or service marks.

§ 1. Definitions.

Licensor: CodeTwo Sp. z o.o. Sp. k. (CodeTwo limited liability company, limited partnership) seated in Jelenia Góra, ul. Wolności 16 (58-500 Jelenia Góra, Poland), entered into the register of entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, under KRS number 0000438398, VAT ID: PL6112622141.

Licensor’s Websites: websites (and their subdomains) which are owned and administered by the Licensor, including: www.codetwo.com, www.codetwo.de, www.codetwo.pl. 

CodeTwo Software or CodeTwo Applications: Each CodeTwo application that is in whole or in part, regardless of its representation that may include among other machine language, print, handwriting, audiovisual (which means all sorts of graphic, audio or video representation), including in particular the setup files, desktop, server, web and mobile applications, manuals, data and any documentation as well as related media, printed material and electronic documentation.

Licensee: Any natural or legal person entitled to use of CodeTwo Software pursuant to this License Agreement.

User: Any natural person who uses CodeTwo Software in any form acting on their own behalf as the Licensee or on behalf of and nominated by the Licensee’s organization other than a natural person.

Authorized User: Any User who uses CodeTwo Software within the bounds of authorization granted by the License Agreement and the Scope of Use and License Term in particular.

Scope of Use: The maximum usage time of the particular CodeTwo Software by the Licensee.

License Term: Time span during which the Licensee is entitled to use specified CodeTwo Software under the Licensing Agreement.

Software Documentation: Any documentation or written materials or multimedia related to CodeTwo Software that include, but are not limited to: user manuals, knowledgebase materials, training materials. Software Documentation on Licensor’s Websites: www.codetwo.com, www.codetwo.de, www.codetwo.pl and their subdomains and extracts may be part of CodeTwo Applications.

Product License Key: Alpha-numeric code that enables full activation of the particular non-web based CodeTwo Software distributed by the Licensor in other form than free of charge. CodeTwo Software that is available online through Licensor’s Websites does not require entering a Product License Key.

User Account: An account created by a User on one of Licensor’s Websites that enables access to, and activation of web based CodeTwo Software and/or registering it with particular CodeTwo services.

Trial Period: Time period during which the Licensee, having installed or accessed the CodeTwo Software made available by the Licensor in the form different from free of charge, may use CodeTwo Software free of charge. During the Trial Period, CodeTwo Software does not require activation using the Product License Key or from within the User Account.

Sale Documents: Issued by the Licensor: invoice for issuing (sale of) the license, License Document and the Support Document (if a Support Contract is purchased or comes with a license for CodeTwo Software).

License Document: Document issued by the Licensor along with the invoice that specifies the Licensee’s entitlement to Scope of Use and License Term.

CodeTwo Application Version Number (Version): Any CodeTwo Application is designated with 3 numbers, e.g. 1.x.x. The first digit refers to CodeTwo Application Version. An increment of the first digit of CodeTwo Application means this is a different Version of the Application.

Application Update (Update): Update is a change in CodeTwo Application within the same Version and which does not constitute a change of the Version. Any Updates that are made within the same Version are reflected in a change of the second and third digit of CodeTwo Application Version Number, e.g. X.1.2.

Warranty Period: Time period during which the Licensor grants the Licensee the guarantee specified in this License Agreement.

Domestic law: Law applicable to the Territory of the particular country, where the CodeTwo Software is used.

Law applicable: Law selected pursuant to this License Agreement that governs the acts between the Licensor and the Licensee.

§ 2. Licensee.

By this License Agreement the Licensor grants the Licensee non-exclusive and territorially unlimited license to use lawfully obtained license for CodeTwo Software in accord with its intended purpose, documentation, and within the Scope of Use and License Term. For the purposes of the provisions of Domestic Law and Law Applicable, which require that the so-called fields of exploitation this license applies to be defined, the fields of exploitation are “Permanent or temporary multiplication of the application in whole or in part, solely for the purposes of the Licensee (including the Licensee’s business activity) and exclusively within the scope compliant with the purpose of CodeTwo Application and its documentation”. This License Agreement grants the Licensee the right to use CodeTwo Software and does not constitute an act of sale or other form of rights transfer to CodeTwo Software whatsoever. The Licensee’s rights shall not overstep at any circumstances or by any means beyond the scope of rights granted to the Licensee expressly and explicitly by this License Agreement. This License Agreement shall not embrace any, including implied, obligation of the Licensor to the Licensee unless expressly stated herein. In particular, this agreement shall not embrace the Licensor’s obligation to provide service consisting of the implementation of modifications in CodeTwo Software, installation, software testing or provision of training.

A separate service agreement concluded between the Licensor and the Licensee shall govern the scope of services that the Licensor provides to support a specified version of CodeTwo Application (provided that the Licensor provides this kind of service).

§ 3. Free of charge software and Trial Period.

The Licensor provides CodeTwo Software on its Licensor’s Websites to enable download of the installation files of CodeTwo Software or to create User Accounts and obtain online access to CodeTwo Software through Licensor’s Websites. The Licensor provides CodeTwo Software as paid and free of charge. Each CodeTwo Application that is not expressly marked as “freeware” is paid and its use free of charge is forbidden, regardless of the fact whether the CodeTwo Application contains the limitations preventing its use (this does not apply to the Trial Period). A lawfully obtained CodeTwo Application marked and made available by the Licensor as free of charge on the conditions set out by the Licensor shall not contain time limitations in regard to its use by the Licensee. CodeTwo Software made available by the Licensor in the form other than free of charge can be provided by the Licensor free of charge during the Trial Period provided this is clearly stated. After the Trial Period is over, the CodeTwo Application needs the Product License Key or needs to be activated online from within the User Account in order to continue operating. Any use of CodeTwo Software exceeding the Trial Period expiration warning is strictly forbidden regardless of the fact whether CodeTwo Software contains limitations preventing its use.

§ 4. Scope of Use. License Term.

The definition of the Scope of Use and License Term depends on CodeTwo Application and is specified in the documentation of the individual CodeTwo Application as well as in the Sale Documents and the Licensing Document. The definition of the Scope of Use and the License Term may also be specified inside the CodeTwo Application or other documents related to the CodeTwo Application. The permissible Scope of Use and License Term for the Licensee for a given CodeTwo Application is specified in the Licensing Document of the said Application. If a CodeTwo Application is marked and made available by the Licensor as free of charge, the permissible Scope of Use and License Term is specified in the CodeTwo Application. The Scope of Use may be specified separately or jointly by determining:

- the number of Authorized Users or mailboxes,

- the number of servers or tenants,

- the specification in a different manner determined by the Licensor.

The License Term can be specified by the Licensor as time unlimited (lifetime license) or as time limited with a specified time period or end date (time-limited license). The License Term not limited by time means the permission is granted to use the CodeTwo Application for an indefinite period of time with no time limits. A limited License Term with a specified time period or end date to use a CodeTwo Application only during this time the license was granted is specified in the Licensing Document. Any CodeTwo Application that is not clearly marked as licensed for an indefinite period of time shall be licensed with a time limit and its use is permitted exclusively during the period the license was issued for. The use of CodeTwo Application outside the License Term is forbidden regardless of the fact whether the CodeTwo Application includes limitations preventing its use after the License Term expires. After the License Term with a specified time limit or end date expires, the CodeTwo Application may require that the license is purchased for the subsequent time period and that the new Product License Key is entered which is sent to the Licensee by the Licensor after the order for the license is processed or that the CodeTwo application is activated from within the User Account.

§ 5. Fees and taxes.

The license fees for using CodeTwo Software depend on the parameters specified upon purchase of the right to use a given CodeTwo Application which include, but are not limited to, the Scope of Use and the License Term. The license fees may be set as one-off fees or periodic fees. The license fees paid by the Licensee shall not be reimbursed unless it is expressly stated otherwise in the remaining provisions of this License Agreement or in the provisions of the Documents of Sale. If, following the purchase of the license for CodeTwo Application by the Licensee, competent tax, customs or similar authorities in the country of sale, purchase or use of the license for CodeTwo Application impose upon the Licensee or upon the use of CodeTwo Application any taxes or fees of a similar nature, such fees shall exclusively be borne by the Licensee.

§ 6. Confirmation of licensing rights.

The Licensing Document along with the invoice for the license issued by the Licensor shall constitute the confirmation of the rights held by the Licensee to use CodeTwo Software in accord with the Scope of Use and License Term. The Licensee is obligated to permanently archive and store the Documents of Sale that serve as proof of the Scope of Use and License Term throughout the period in which CodeTwo Software is used. The full contents of the terms and conditions between the Licensor and the Licensee are specified by this License Agreement and the Document of Sale.

§ 7. Version and Update of CodeTwo Application. Language.

The Licensor has the unlimited right to publish, multiply, process and introduce modification into the CodeTwo Software, including the creation of updates and new Versions. This License Agreement entitles the Licensee to use only one, lawfully obtained license for a given Version of CodeTwo Application. By this License Agreement, the Licensor is not entitled to use other application than lawfully purchased licensed for the version of CodeTwo Application. By this License Agreement, the Licensee is entitled to use Updates to CodeTwo Application in accord with the provisions of this License Agreement. The use of Update of CodeTwo Application may mean that additional or different conditions of use for CodeTwo Application Version are introduced, which the Licensee will learn about (e.g. from a notification) during the process of installing the Update at the latest or while accessing the updated version online from within a User Account at the latest. The act of installation or any other form of use of the Update to CodeTwo Application shall mean the Licensee approves the additional conditions that apply. Otherwise, the Licensee is required to immediately cancel the process of updating CodeTwo Application. The licensee may purchase the right to change the version of CodeTwo Application to newer by submitting an additional fee (if this is offered by the Licensor). The installation of the new Version of CodeTwo Application shall terminate the license for the previous Version of CodeTwo Application. The Licensee acknowledges and accepts the fact that CodeTwo Software, including its documentation, may be published and made available exclusively in the English language.

§ 8. Copying issues. Backup copy.

Any copying and multiplication of CodeTwo Software is strictly forbidden including the Software Documentation, except for the unequivocal rights resulting from the License Agreement hereof or the binding regulations of the Domestic Law or Law Applicable, whose application may not be waived through an agreement.

The Licensee is entitled to make a single backup copy of CodeTwo Application on a single data storage medium (e.g. CD, hard drive) to archive and secure data, providing that:

- the license for CodeTwo Application has been lawfully obtained,

- the backup copy shall not be used as long as CodeTwo Application is being used that the copy was made from, in particular the copy shall not be used at the same time the CodeTwo Application is used,

- the backup copy shall include the same markings, information and notes related to the copyright as the CodeTwo Application the copy was made from,

- the Licensee shall respect the provisions of this License Agreement.

The Licensee has the right to store a single copy of the installer files of CodeTwo Application on the network server, but this is exclusively with the purpose to install this program on a different computer through the local network.

The information above does not concern CodeTwo Software that the Licensee can access online through Licensor’s Websites.

§ 9. Forbidden acts (list of examples).

CodeTwo Software is the subject of the license as a whole and it is forbidden to replace, separate and modify its individual components and modules, or its use in any manner that is not a complete and lawfully obtained license for a CodeTwo Application, which is related, but not limited to its files, audiovisual content and Software Documentation. The Licensee may use CodeTwo Software exclusively to the extent specified in this License Agreement and the Scope of Use for the Licensee, regardless of the technical capabilities to use CodeTwo Software in a different manner. It is forbidden to disassemble, decompile, and recreate the source code of CodeTwo Software as well as other ways of translating it, excluding the provisions in the points that follow. Whenever mandatory regulations of the Domestic Law or Law Applicable that may not be superseded by an agreement, do not allow to forbid the Licensee from performing acts specified above on grounds of the Licensee’s interest to receive a compatible and operational computer, the Licensee is obligated in the first place to request the Licensor to release such necessary information, and only in the event of a failure of the Licensor to act shall the Licensee be entitled to act independently to obtain such information through acts specified in above. It is forbidden to make CodeTwo Software available to any third party, including its lending, lease, or issuing further licenses. The Licensor shall not permit to transfer the right to CodeTwo Software to third parties, including any cession of licensing rights.

§ 10. Exclusion of warranty.

The Licensor does not grant any warranty in relation to the CodeTwo Software, including in particular, to the extent of the use, functionality, fitness for any purpose, quality and ownership title thereof and/or non-infringing of any third party rights thereby.

§ 11. Limitation of liability.

The Licensor and the Licensee expressly disclaim and waive any liability of the Licensor, in the broadest extent permitted by the Domestic Law or the Law Applicable, towards the Licensee in regard to the purchase of the license and the use of CodeTwo Software by the Licensee. The waiver of liability includes, but is not limited to, the cases specified below herein.

The Licensor shall not bear any liability for the lack of functionality of CodeTwo Software that is expected by the Licensee, the lack of compatibility of CodeTwo Software with other applications used by the Licensee, or any errors that have occurred during the use of CodeTwo Software, unless such declarations have been clearly specified in the description of a given program.

Under no circumstances shall the Licensor be liable for:

- loss or damage of any data or information,

- interruption in the operation of IT systems,

- incidental or indirect damage, or damage that cannot be specified during the conclusion of this License Agreement,

- breach of personal rights, loss of business relations or reputation.

The liability of the Licensor is waived if the obtained license for a CodeTwo Application and/or the use of CodeTwo Application is:

- modified by the Licensee or by request of the Licensee, or any third party, whose acts the Licensor is not liable for,

- utilized not in line with the Software Documentation, license or the limitations known to the Licensee,

- in the outdated Version or the available CodeTwo Application Updates have not been installed in the event in which the Licensee is instructed to install the new Version or CodeTwo Application Update in order to rectify the issue or minimize the risk of it occurring.

The liability of the Licensor towards the Licensee following the purchase of a license for a CodeTwo Application and use of CodeTwo Application are limited in all cases: 

- type-wise, exclusively to damaged resulting from willful acts or gross negligence,

- scope-wise, exclusively related to the loss actually suffered (damnum emergens) or indirect losses,  with unconditional exclusion of any liability for future profits (lucrum cessans), including expected savings,

- cost-wise, related exclusively to the sum the Licensee paid for the purchase of a license for CodeTwo Application, whose faulty behavior caused the damage.

Under no circumstances shall the Licensor be liable for any claims raised by third parties against the Licensee. The limitations specified in the previous points of this clause are binding and apply even if (regardless of the fact that) the Licensor or its employees were notified that such claims may be raised. The limitations specified in the previous points of this clause are related to damaging events, i.e. damage resulting from non-performance of an obligation, its incorrect performance (ex contractu), as well as a tort (ex delicto). The Licensor and the Licensee shall be exonerated from any liability for non-performance of any obligations in the event that the cause was beyond their reasonable control. The limitations on the Licensor’s liability shall also apply to the employees and programmers of the Licensor. In the event that the mandatory regulations of the Domestic Law or Law Applicable may not be waived in an agreement or do not allow disclaiming of the Licensor’s liability in line with the previous points, the waiver of the Licensor’s liability and liability limitations towards the Licensee shall not apply to the extent that is not legally permitted.

§ 12. The Licensor’s copyright protection. CodeTwo Software use verification.

The Licensee is obligated to keep all notes and information on copyrights and intellectual property. The removal or modification thereof is strictly forbidden. The Licensee shall be fully responsible for any breach of rights to CodeTwo Software held by the Licensor. In particular, the Licensee is liable for using CodeTwo Software in compliance with the License Agreement hereof and for non-exceedance of the Scope of Use granted to the Licensee. The Licensee shall be obligated to store and submit on each request from the Licensor or persons appointed by the Licensor any detailed documentation, system information and other information necessary and sufficient to enable the Licensor to verify whether the use of CodeTwo Software by the Licensee is in accord with this License Agreement, Documents of Sale or the Scope of Use granted to the Licensee. By the License Agreement hereof, the Licensee grants the Licensor permission to audit the installed, registered or used CodeTwo Software at any time, while in keeping with the regulations of the Domestic Law and Law Applicable, as long as such regulations apply. The audit may involve in particular the connection initiated by the Licensor’s servers made to the Licensee’s installation of CodeTwo Software in order to verify the Product License Key and to send information on the application activation. In the event that the Licensee exceeds the permissible Scope of Use without receiving prior permission from the Licensor or contributing due payments, the Licensor shall reserve the right to charge the Licensee with the fee equivalent for the extension of the Scope of Use in accord with the current Licensor’s price list and to bill the Licensee, which the Licensee accepts and approves. The invoice must be paid by the Licensee within 30 days of its receipt. The above shall not waive the Licensor’s right to seek full and lawfully regulated compensation from the Licensee for the breach of licensing conditions and breach of the Licensor’s copyrights to CodeTwo Software.

§ 13. Agreement term.

This License Agreement remains valid and is binding throughout the time any CodeTwo Software is used, but until:

- the Licensee ceases to use any CodeTwo Software and ceases to perform the obligations herein,

- the termination of the agreement.

This License Agreement can be terminated:

- by the Licensor whenever its provisions are not followed by the Licensee, provided this shall apply to all CodeTwo Software the Licensee is using,

- by the Licensee at any time, but this may refer to the whole or part of CodeTwo Software the Licensee is using.

The termination of the License Agreement hereof shall be made in writing by the Licensor or the Licensee and is effective upon receipt to the addressee. In the event of this License Agreement being terminated, the Licensee is obligated to immediately cease to use all CodeTwo Software that is subject to the termination of this License Agreement and to destroy all copies of the software the Licensee possesses. The paid one-off license fees are not refundable. With no harm to the abovementioned provisions, in spite of the termination of the License Agreement hereof, all provisions of this agreement that due to their nature are executed after its termination shall remain in force until complete execution thereof.

§ 14. Changes to agreement.

In all circumstances, if permitted by the mandatory regulations of the Domestic Law or Law Applicable, the Licensor reserves the right to modify the conditions of this License Agreement by notifying the Licensee in the form required by the regulations of the Law Applicable, or, if the form is not defined, in the manner chosen by the Licensor. The updated and modified conditions of this License Agreement shall apply after three months of receipt of the notification by the Licensee. Should the Licensee not approve these changes, they may terminate the License Agreement hereof and cease to use CodeTwo Software (the paid one-off license fees are not refundable). The failure to terminate this License Agreement by the Licensee shall mean the Licensee approves the modifications to the conditions hereof.

§ 15. Law applicable. Jurisdiction.

The selected law to this License Agreement shall be the Polish substantive law. Both the Licensor and the Licensee agree to use the selected law to interpret and execute any rights and obligations resulting from this License Agreement. All rights and obligations resulting from or related to this License Agreement shall be settled by relevant common courts of the Republic of Poland, under whose jurisdiction the Licensor and the Licensee will fall pursuant to this License Agreement. The above provision shall not waive the Licensor’s or Licensee’s right to file a claim against the other party in the common courts of the country the party resides in.

§ 16. Legal regulations that may not be waived.

The provisions of this License Agreement do not breach in any way any mandatory provisions of the law which may not be waived between the Licensor and the Licensee pursuant to this License Agreement. This means that should it appear that a given provision is contradictory to such mandatory provisions of law, such provision shall not apply in relations between the Licensor and the Licensee and it shall be replaced by the mandatory legal provisions in force. In particular, the Licensee that is a consumer shall have the rights referred to in the provisions of the Domestic Law or of the Applicable Law.

§ 17. General and final provisions.

The Licensee agrees to have the information on the Licensee, in particular the contact information, stored and used by the Licensor to the extent necessary to duly deliver the provisions of the License Agreement hereof. Furthermore, by providing the additional contact information in the manner specified by the Licensor, the Licensee agrees to have the Licensee’s contact information stored and used solely in relation to the products and services offered by the Licensor. The Licensor and the Licensee agree to settle any disagreement or disputes between the Licensor and the Licensee that related to this License Agreement, CodeTwo Software or use of this software by the Licensee amicable in the first place. Before raising any claims against the other party in court, The Licensor and the Licensee are obligated to allow the other party to deliver the obligations and remove damages within reasonable time. The Licensee acknowledges and agrees that the Licensor may, at any time, and in its sole discretion, transfer, in whole or in part, copyright to CodeTwo Software onto a third party, as well as any rights and obligations resulting from the License Agreement hereof, in particular as result of a change to the legal form of the business activity or through cession. In all such events the Licensor in this License Agreement shall be the third party that assumes the rights and obligations of the Licensor resulting hereof.

CodeTwo sp. z o.o. sp. k.