NOTE: A source code version of the Zimbra Software licensed hereunder that you may copy, modify, compile, execute, and distribute is available to you free-of-charge from www.zimbra.com under the Zimbra Public License (“ZPL”), and other open source software licenses.
The accompanying executable code version of the Zimbra Software (the “Product”) is made available to you under the Terms of this Zimbra Public End-User License Agreement (this “Agreement”). BY INSTALLING OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY PART OF THE PRODUCT
During the installation process, or in connection with any upgrade as described below, you may be given the option of installing additional components from third-party software providers. The installation and use of any such third-party components shall be subject to and governed by the respective licenses for such third party components, which can be found at http://www.zimbra.com/license/zimbra_third_party_licenses.html.
- COPYRIGHT LICENSE—USE. Zimbra, Inc. (“Zimbra”) grants you, under any and all of its copyright interest in and to the Product, a royalty-free, non-exclusive license to copy and execute the executable code version of the Product. This Agreement will also govern any software upgrades provided by Zimbra that replace and/or supplement the original Product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. For the avoidance of doubt, Zimbra is not obligated to provide you with any support, bug fixes, upgrades, or updates to the Product.
- COPYRIGHT LICENSE—DISTRIBUTION. Zimbra hereby grants you, under any and all of its copyright interest in and to the Product, a royalty-free, non-exclusive license to copy and distribute unmodified copies of the Product, provided that: (a) you ensure that each copy is provided using a technical means (such as an installation program) that requires each recipient to agree to the terms of this Agreement prior to receiving or installing such copy; (b) you include a complete copy of this Agreement with each copy; (c) in any copy of the Product you make, you must retain and reproduce any and all copyright, patent, trademark, and attribution notices that are included in the Product in the same form as they appear in the Product, including without limitation the preservation of attribution notices in the form of trademarks or logos that exist within a user interface of the Product; (d) you do not make any representations or warranties on behalf of Zimbra or its suppliers or Zimbra’s authorized partners; and (e) you do not use the name “Zimbra” or any like name to endorse or promote products derived from this software without Zimbra’s specific prior written permission. For the avoidance of doubt, the license granted to you above is not sublicenseable; any recipient of a copy of the Product provided by you under this Section 2 (Copyright License – Distribution) receives a license directly from Zimbra as described in Section 1 (Copyright License).
- PROPRIETARY RIGHTS. Portions of the Product are available in source code form under the terms of the ZP-EULA or other open source licenses (collectively, “Open Source Licenses”) at www.zimbra.com. Nothing in this Agreement will be construed to limit any rights granted under the Open Source Licenses. Except for the licenses expressly granted under copyright in Sections 1 and 2, no rights, licenses, or forbearances are granted or may arise in relation to this Agreement whether expressly, by implication, exhaustion, estoppel, or otherwise. Zimbra reserves all rights, including all intellectual property rights, that are not expressly granted under this Agreement. You may not remove or alter any trademark, logo, copyright, or other proprietary notice in or on the Product. You may not modify, alter, or tamper in any way with the Product (if you desire to make modifications to the Product, please instead use the source code version under the appropriate Open Source Licenses). This Agreement does not grant you any right to use the trademarks, service marks, or logos of Zimbra, except as necessary to fulfill the conditions of Section 2 (Copyright License – Distribution).
- TERMINATION. If you breach this ZP-EULA, the licenses granted to you under this ZP-EULA will terminate immediately and without notice, but all provisions of this ZP-EULA except the license grants in Section 1 and 2 will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product in your possession or control.
- DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. ZIMBRA MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE PRODUCT. SPECIFICALLY, ZIMBRA DOES NOT WARRANT THAT THE PRODUCT WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER. TO THE GREATEST EXTENT ALLOWED BY LAW, ZIMBRA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ZIMBRA HAD BEEN INFORMED OF SUCH PURPOSE), AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND WITH RESPECT TO THE USE THEREOF.
- LIMITATION OF LIABILITY. IN NO EVENT WILL ZIMBRA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, AND COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THE FURNISHING, PERFORMANCE, OR USE OF THE PRODUCT OR ANY OTHER RIGHTS GRANTED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ZIMBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ZIMBRA’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE PARTIES AGREE THAT THE FOREGOING REPRESENTS A FAIR ALLOCATION OF RISK HEREUNDER. THE ALLOCATION OF RISK IS MATERIAL TO THIS AGREEMENT, AND ZIMBRA IS WILLING TO ENTER INTO THIS AGREEMENT ONLY SUBJECT TO THESE LIMITATIONS ON LIABILITY
- EXPORT CONTROLS. This ZP-EULA is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use.
- U.S. GOVERNMENT END-USERS. This Product is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Product with only those rights as set forth therein.
- MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between Zimbra and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Zimbra. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the state of Delaware, U.S.A., excluding its conflict of law provisions. (c) This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (d) All disputes arising out of this Agreement involving Zimbra or any of its parents or subsidiaries shall be subject to the jurisdiction of the federal and state courts of Northern Texas, with venue lying in Dallas County, Texas. (e) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (g) Except as required by law, the controlling language of this Agreement is English. (h) You may not assign your rights under this Agreement to any party without the prior written consent of Zimbra; Zimbra may assign its rights under this Agreement without condition. (i) This Agreement will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.