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LICENSE_EMAILENGINE.txt
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LICENSE_EMAILENGINE.txt
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EMAILENGINE LICENSE AGREEMENT
Version 1, 5 November 2021
PLEASE CAREFULLY READ THIS EMAILENGINE LICENSE AGREEMENT ("AGREEMENT"). THIS
AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND POSTAL SYSTEMS OÜ
("POSTALSYS") AND GOVERNS YOUR USE OF THE COMMERCIAL FEATURES (DEFINED
BELOW). BY USING THE COMMERCIAL FEATURES, YOU AGREE TO THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE COMMERCIAL
FEATURES. IF YOU ARE USING THE COMMERCIAL FEATURES ON BEHALF OF A LEGAL
ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AGREE TO THIS
AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT
USE THE COMMERCIAL FEATURES IN ANY MANNER.
This Agreement is entered into by and between Postalsys and you, or the legal
entity on behalf of whom you are acting (as applicable, "You" or "Your").
1. DEFINITIONS
"EmailEngine Software" means the EmailEngine server software, and libraries.
"Commercial Features" means the features designed to work with and enhance the
EmailEngine Software to which this Agreement is linked, referenced, or appended.
2. LICENSES, RESTRICTIONS AND THIRD PARTY CODE
2.1 Reservation of Rights. As between Postalsys and You, Postalsys owns all
right, title and interest in and to the EmailEngine Software, and no other license
to the EmailEngine Software is granted to You under this Agreement, by
implication, estoppel, or otherwise.
2.2 Restrictions. You agree not to: (i) sell, rent, lease, distribute,
sublicense, loan or otherwise transfer the Commercial Features to any third party;
(ii) alter or remove any trademarks, service mark, and logo included with the
Commercial Features, or (iii) use the Commercial Features to create a competing
product or service. Postalsys is not obligated to provide maintenance and support
services for the EmailEngine Software licensed under this Agreement.
2.3 Third Party Software. The Commercial Features may contain or be provided
with third party open source libraries, components, utilities and other open
source software (collectively, "Open Source Software"). Notwithstanding anything
to the contrary herein, use of the Open Source Software will be subject to the
license terms and conditions applicable to such Open Source Software. To the
extent any condition of this Agreement conflicts with any license to the Open
Source Software, the Open Source Software license will govern with respect to
such Open Source Software only.
2.5 This Agreement does not grant any rights in the trademarks, service marks, or
logos of any Contributor (except as may be necessary to comply with the notice
requirements in Section 2.3).
3. TERMINATION
3.1 Termination. This Agreement will automatically terminate upon notice from
Postalsys, which notice may be by email or posting in the location where the
Commercial Features are made available.
3.2 Effect of Termination. Upon any termination of this Agreement, for any
reason, You will promptly cease use of the Commercial Features and destroy any
copies thereof. For the avoidance of doubt, termination of this Agreement will
not affect Your right to EmailEngine Software, other than the Commercial Features,
made available pursuant to an Open Source Software license.
3.3 Survival. Sections 1, 2.1 -2.3, 3.2, 3.3, 4, and 5 will survive any
termination of this Agreement.
4. DISCLAIMER AND LIMITATION OF LIABILITY
4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, THE EMAILENGINE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED REGARDING OR RELATING TO THE EMAILENGINE SOFTWARE, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. FURTHER, POSTALSYS DOES NOT WARRANT RESULTS OF USE
OR THAT THE EMAILENGINE SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE
EMAILENGINE SOFTWARE WILL BE UNINTERRUPTED.
4.2 Limitation of Liability. IN NO EVENT WILL POSTALSYS OR ITS LICENSORS BE
LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR (I) ANY AMOUNTS IN
EXCESS OF US $50 OR (II) FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,
LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH
OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF POSTALSYS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. MISCELLANEOUS
5.1 Assignment. You may not assign or otherwise transfer this Agreement or any
rights or obligations hereunder, in whole or in part, whether by operation of
law or otherwise, to any third party without Postalsys' prior written consent.
Any purported transfer, assignment or delegation without such prior written
consent will be null and void and of no force or effect. Postalsys may assign
this Agreement to any successor to its business or assets to which this
Agreement relates, whether by merger, sale of assets, sale of stock,
reorganization or otherwise. Subject to this Section 5.1, this Agreement will be
binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns.
5.2 Entire Agreement; Modification; Waiver. This Agreement represents the
entire agreement between the parties, and supersedes all prior agreements and
understandings, written or oral, with respect to the matters covered by this
Agreement, and is not intended to confer upon any third party any rights or
remedies hereunder. You acknowledge that You have not entered in this Agreement
based on any representations other than those contained herein. No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by both parties. The
waiver of one breach or default or any delay in exercising any rights will not
constitute a waiver of any subsequent breach or default.
5.3 Governing Law. This Agreement will in all respects be governed by the laws
of Estonia without reference to its principles of conflicts of
laws. The parties hereby agree that all disputes arising out of this Agreement
will be subject to the exclusive jurisdiction of and venue in the county courts
within Tallinn, Harjumaa. You hereby consent to the personal and exclusive
jurisdiction and venue of these courts. The parties hereby disclaim and exclude
the application hereto of the United Nations Convention on Contracts for
the International Sale of Goods.
5.4 Severability. If any provision of this Agreement is held invalid or
unenforceable under applicable law by a court of competent jurisdiction, it will
be replaced with the valid provision that most closely reflects the intent of
the parties and the remaining provisions of the Agreement will remain in full
force and effect.
5.5 Relationship of the Parties. Nothing in this Agreement is to be construed
as creating an agency, partnership, or joint venture relationship between the
parties hereto. Neither party will have any right or authority to assume or
create any obligations or to make any representations or warranties on behalf of
any other party, whether express or implied, or to bind the other party in any
respect whatsoever.
5.6 Notices. All notices permitted or required under this Agreement will be in
writing and will be deemed to have been given when delivered in person
(including by overnight courier), or three (3) business days after being mailed
by first class, registered or certified mail, postage prepaid, to the address of
the party specified in this Agreement or such other address as either party may
specify in writing.
5.7 Construction. The titles and section headings used in this Agreement are
for ease of reference only and will not be used in the interpretation or
construction of this Agreement. No rule of construction resolving any ambiguity
in favor of the non-drafting party will be applied hereto. The word "including",
when used herein, is illustrative rather than exclusive and means "including,
without limitation."