End User License Agreement

Last updated: 2016-10-03 

The End User License Agreement (hereinafter referred to as License Agreement)  

concerning the CodeTwo Software. 


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  copy-rights to the Software is the Licensor. 

II. Any use of CodeTwo Software that includes, but is not limited to, installation,  accessing, 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  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 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 na tural 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, registering and/ or accessing, and any other use of CodeTwo Software, 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 commen ces to use CodeTwo Software in any form, and during the first installation,  access or registering the CodeTwo Software 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-Fa bryczna in Wrocław, under KRS number 0000438398, VAT ID: PL6112622141. 

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, desk top, sever, 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 pursu ant 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 orga nization 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 is available  on Licensor’s Website: 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 par ticular non-web based CodeTwo Software distributed by the Licensor in other form  than free of charge. 

User Account: An account in one of CodeTwo 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  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.

Support Document: Document issued by the Licensor (if a Support Contract is  purchased with a license for CodeTwo Software) along with the invoice that spe cifies the Licensee’s entitlement to Technical Support as described in Terms and  Conditions of Technical Support. 

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 diffe rent 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 purchased license for CodeTwo Softwa re 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 computer, mobile or web application in whole or in part, solely for the pur poses of the Licensee (including the Licensee’s business activity) and exclusively  within the scope compliant with the purpose of CodeTwo Application and its docu mentation”. 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 Licen see 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 modifi cations in CodeTwo Software, installation, access, 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 Websites to enable direct access  to web applications or to enable download of the installation files. The Licensor  provides CodeTwo Software as paid and free of charge. Each CodeTwo Applica tion 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  downloaded or accessed CodeTwo Application marked and made available by the  Licensor as free of charge on the conditions set out by the Licensor shall not con tain 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 from within the User Account in order to continue ope rating. 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 Appli cation 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 permissi ble Scope of Use and License Term for the Licensee for a given CodeTwo Appli cation 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 Applica tion. 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 Licen sing 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 permit ted 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 exclusi vely be borne by the Licensee.

6. Confirmation of licensing rights.

The Licensing Document along with the invoice for the license issued by the Licen sor shall constitute the confirmation of the rights held by the Licensee to use Code Two 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 Code Two 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 Docu ment 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 purchased license for a given Version of CodeTwo Application. By this  License Agreement, the Licensor is not entitled to use other application than lawful ly purchased licensed for the version of CodeTwo Application. By this License  Agreement, the Licensee is entitled to use Updates to CodeTwo Application in ac cord 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 acces sing the updated version 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 Ver sion of CodeTwo Application shall terminate the license for the previous Version of  CodeTwo Application. The Licensee acknowledges and accepts the fact that Code Two 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 a desktop or server 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 purchased, 

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 a desktop  or server 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.

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 purchased 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 Licen see, 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 Licen see’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 infor mation, 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, inc luding 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 purpo se, 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 Applica ble, towards the Licensee in regard to the purchase the license and use of Code Two 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 purchased 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 limita tions 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 li cense 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 negli gence, 

scope-wise, exclusively related to the loss actually suffered (damnum emer gens), 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 con tractu), as well as a tort (ex delicto). The Licensor and the Licensee shall be exone rated 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 liabili ty 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 So ftware 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 ne cessary 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, registe red 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 the connection initiated by the Licensor’s servers made to the Licen see’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 Licen see 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 regula tions 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 Li censee pursuant to this License Agreement. This means that should it appear that  a given provision is contradictory to such mandatory provisions of law, such provi sion 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 Dome stic 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 provi ding 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 obliga ted 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 Code Two 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.

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