On-Premise License Agreement
between Stimulus Tech Limited and Licensee

1.         INTERPRETATION AND DEFINITIONS

1.1.      In this agreement, unless inconsistent with or otherwise indicated by the context:
1.1.1.   "Licensee" is the user of the Software;
1.1.2.   "Stimulus Tech" is Stimulus Tech Limited, a company incorporated according to the laws of New Zealand;
1.1.3.   "the Parties" are Stimulus Tech and Licensee;
1.1.4.   "Commencement Date" means the day on which the user accepts the terms of this agreement by, without limitation: (i) clicking the I Agree, I Accept or similar button on the MailArchiva Installer; or (ii) typing “yes” when prompted to accept this agreement;
1.1.5.   "Termination Date" is, in respect of the Free Edition, the date on which Stimulus Tech at its sole discretion ceases to make the Free Edition available to Licensee;
1.1.6.   "the Software" means MailArchiva including all Updates (excluding
Upgrades);
1.1.7.   "Updates" means all incremental enhancements and improvements to the Software that are signified by version number changes to the right of the decimal point, (for example, version 4.10, 4.20);
1.1.8.   "Upgrades" means all new versions of the Software that include new major features and/or significantly improved functionality, and which are signified by version number changes to the left of the decimal point, (for example, version 5.0, 6.0);
1.1.9.   "Documentation" means any documentation relating to the Software that is prepared by Stimulus Tech or provided to Licensee by Stimulus Tech;
1.1.10. "the Copyright" means the copyright that subsists in the Software and Documentation;
1.1.11. "Mailboxes" means the number of email accounts on Licensee’s mail server;
1.1.12. "Server" means a computer that runs the Software;
1.1.13 "Free Edition" means the Software licensed for use with fewer than ten Mailboxes, for which no licence fee is charged, and for which Stimulus Tech provides no warranties or support; and
1.1.14 "On-Premise" means the version of the Software that is installed and operated on hardware controlled by the Licensee, rather than being hosted by Stimulus Tech or a third-party cloud provider, and for which a licence fee is payable.
1.2.      The headings of the clauses are intended for convenience only and do not affect the interpretation of this agreement.

2.         LICENSED RIGHTS

2.1 Stimulus Tech hereby grants to Licensee a personal, non-transferable, non-exclusive worldwide licence to use the Software to archive the number of Mailboxes detailed in the about tab of the MailArchiva server administration console on a single Server.

2.2 Mailbox Count Determination Mailbox counts may be derived from: (a) directory services such as Active Directory, Azure, or Google Workspace; (b) indexed data stored within the Software; or (c) imported email data (e.g., PST, MBOX, EML files). Where the count is derived from indexed data, the number of Mailboxes licensed under this agreement is determined by the maximum number of unique email addresses actively archived by the Software during any rolling 12-month period. The Software applies automatic deduplication to exclude aliases and identical local parts across multiple domains from being counted more than once. Licensee acknowledges that while the Software attempts to present the most complete and accurate count available based on indexed data, absolute accuracy cannot be guaranteed in all cases due to technical limitations. If the number of Mailboxes exceeds the licensed amount, the Software may automatically disable certain functionality until compliance is restored.

3.     TERM

This licence commences with effect from the Commencement Date and will remain in force until terminated in accordance with this agreement.

4.         CONSEQUENCES OF TERMINATION

4.1.      In the event of termination or cancellation of this agreement, Licensee undertakes within one calendar month following such termination or cancellation, and at Licensee’s own cost, to:
4.1.1.   delete all copies of the Software from its systems;
4.1.2.   destroy all back-ups of the Software;
4.1.3.   return or destroy all copies of the Documentation;
In addition, Licensee undertakes not to use or permit persons to use the Software or Documentation after such date of termination or cancellation.

4.2.      This clause 4 “Consequences of termination” will survive termination or cancellation of this agreement for any reason whatsoever and remain in force indefinitely.

5.         UPDATES AND SOURCE CODE

5.1.      Stimulus Tech may from time to time notify Licensee of new Updates (excluding Upgrades), which Licensee will be entitled to download. No additional consideration will be payable by Licensee to Stimulus Tech for such Updates (excluding Upgrades).

5.2.      Licensee will not be entitled to have access to or be supplied with the source code of the Software.

6.         UNDERTAKINGS BY LICENSEE

6.1.      Licensee undertakes:
6.1.1. to use the Software:
6.1.1.1.            only on the number of Mailboxes detailed in the about tab of the MailArchiva server administration console; and
6.1.1.2.            only on a single Server processing the licensed Mailboxes.
6.1.2.   Not to:
6.1.2.1.            modify, adapt, merge, translate, decompile, disassemble, or reverse engineer the Software;
6.1.2.2.            convert the whole or any part of the Software from object code into source code;
6.1.2.3.            part with possession of, lend or transfer or make available the use of any part of the Software to any other person (apart from users of the licensed Mailboxes); or
6.1.2.4.            use the Software or Documentation in any manner not expressly authorised by this agreement.
6.1.3. Not to copy the Software or Documentation, or to permit any person to do so, unless such copies are strictly necessary to exercise the rights granted to Licensee in terms of this agreement. Licensee may make one back-up copy of the Software solely for its own security, archival, and recovery purposes.

6.2.      Licensee acknowledges that all goodwill in the Software and related trademarks inure for the benefit of Stimulus Tech, and insofar as may be required by law, Licensee hereby assigns to Stimulus Tech all such goodwill that may in future exist, and in this regard undertakes, if required by Stimulus Tech, to perform all acts that may be necessary (at Stimulus Tech's cost) to effect such assignment.

7.     LICENSE COMPLIANCE

Stimulus Tech may request reasonable evidence of Licensee’s compliance with this agreement, which Licensee shall not unreasonably withhold.

8.     WARRANTIES BY STIMULUS

8.0. The warranties, support obligations and liability limitations in this agreement apply only to the On-Premise edition. No warranties or support are provided for the Free Edition, and it is supplied strictly “as is”.

8.1.      Stimulus Tech warrants that the Software is designed to perform substantially in accordance with the Documentation and that the Documentation correctly describes the operation of the Software in all material respects.

8.2.      The Software is supplied “as is” and Stimulus Tech does not warrant that the Software is free of bugs, inadvertent errors, defects or malfunctions. In respect of the On-Premise edition, if Stimulus Tech is notified of any significant inherent defect or error in the Software within the first 12 months following the Commencement Date, it will take all reasonable steps to correct any such defect or error within a reasonable time.

8.3.      Stimulus Tech does not warrant that Licensee’s systems have capacity or are adequate to use the Software. Licensee acknowledges that it has been provided with sufficient information regarding system requirements to use the Software and Licensee has satisfied itself that Licensee’s systems are adequate for this purpose. Stimulus Tech does not warrant that the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error-free or that all errors in the Software can be corrected. Licensee agrees to use the Software at its own risk.

8.4.      Licensee undertakes to inform Stimulus Tech by written notice of any bugs, inadvertent errors, defects or malfunctions in respect of the Software as soon as reasonably possible after Licensee discovers such fault or problem.

8.5. Notwithstanding anything to the contrary contained in this agreement, Licensee acknowledges that:
(i) proper use of the Software is dependent upon the Software’s continuing ability to integrate with and use third-party APIs (such as those provided by Google and Microsoft);
(ii) Stimulus Tech has no control over such third-party APIs; and
(a)        modification, deprecation or substitution of such APIs,
(b)        changes to the terms of use of such APIs, and/or
(c)        blockage of such APIs’ use by the Software,
may cause disruption or cessation of proper use of the Software by Licensee that cannot be remedied by Stimulus Tech. Licensee accepts such risk and waives any consequential rights, claims, damages and/or demands against Stimulus Tech relating to reimbursement of amounts paid hereunder and/or liability for accrued payments hereunder. In such cases, Licensee’s sole and exclusive remedy is to discontinue use of the Software.

8.6.      Notwithstanding anything to the contrary contained in this agreement, any liability of Stimulus Tech arising out of this agreement will be limited to Stimulus Tech rectifying, within a reasonable time and free of charge, any bugs, inadvertent errors or malfunctions in the Software (On-Premise only) in respect of which notice has been provided in terms of clause 8.4. In no instance, will Stimulus Tech be liable to restore or correct data.

8.7.      The warranties provided in this clause 8 are the exclusive warranties provided by Stimulus Tech, and they constitute Licensee’s sole and exclusive remedies for any breach of such warranties. All other warranties, conditions, representations, indemnities, and guarantees—whether express or implied by statute, custom, prior oral or written statements (including statements by distributors), or otherwise—are hereby excluded to the fullest extent permitted by law. This includes, but is not limited to, warranties of merchantability or fitness for a particular purpose.

To the extent permitted by law, Stimulus Tech and its officers, directors, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of goodwill, interruption of business or use, or loss of data, whether foreseeable or not, arising from or related to use of the Software. Licensee is solely responsible for implementing and maintaining appropriate data backup and recovery procedures to mitigate such risks.

9.         SUPPORT AND UPGRADES

9.1. Stimulus Tech's technical support staff will endeavour to respond to any queries Licensee may have about the Software (support is only available for the On-Premise edition) during a period of 12 Months following the Commencement Date (“Initial Support Term”). For support, consult the Stimulus Tech's web site at www.stimulustech.io, or email Stimulus Tech at tech [at] stimulustech.io.

9.2.      Extended Support Term: Licensee may prior to expiry of the Initial Support Term or any Extended Support Term, pay to Stimulus Tech the amount set out in the applicable formal quote issued by Stimulus Tech and accepted by Licensee in writing to extend the support services for a further 1, 2 or 3 year period (“Extended Support Term”). Upon such payment, Stimulus Tech shall provide Licensee with Tier 1 and 2 email and telephone support services for the Extended Support Term. Support will be provided on weekdays 9am to 5pm London Standard Time and 9am to 5pm Eastern Standard Time, excluding US Federal holidays, and Stimulus Tech shall use reasonable efforts to respond to support requests within 48 hours.

9.3.      Should Licensee wish to obtain support services (1, 2 or 3 years) from Stimulus Tech following expiry of the Initial Support Term or Extended Support Term (if applicable), Licensee may pay Stimulus Tech:
9.3.1.   where such payment is made within 4 months following expiry of the Initial Support Term or Extended Support Term (if applicable): the amount set out in the applicable formal quote issued by Stimulus Tech and accepted by Licensee in writing to extend the support services for a further 1, 2 or 3 year period.
9.3.2.   where such payment is made between 4 and 12 months following expiry of the Initial Support Term or Extended Support Term (if applicable): 20% of the price from time to time to purchase the Software (On-Premise) (together with support).
9.3.3.   where such payment is made between 12 and 24 months following expiry of the Initial Support Term or Extended Support Term (if applicable): 35% of the price from time to time to purchase the Software (On-Premise) (together with support).
9.3.4. The period of support in terms of this clause 9.3 is deemed included in the definition of “Extended Support Term”.

9.4. Licensee will during the term of this agreement be entitled to Updates, provided that Licensee will only have access to the auto-update feature during the Initial and Extended Support Terms. Licensee may only install or use versions of the Software released during the term of an active support contract. All right, title and interest in Upgrades and Updates will vest in Stimulus Tech.

9.5.      Apart from the obligations specifically detailed in this Support and Updates clause 9, Stimulus Tech has no obligation to furnish Licensee with technical support unless separately agreed in writing between the Parties.

9.6. Stimulus Tech shall have no obligation to provide support in relation to the MailArchiva REST or SOAP APIs.

10.       STIMULUS’ WARRANTIES

10.1.    Stimulus Tech does not warrant that:
10.1.1. the Software does not infringe the intellectual property of third parties;
10.1.2. the Software complies with all legal, privacy or regulatory requirements applicable to Licensee’s operations; and
10.1.3. the Software ensures the security of the Licensed Mailboxes and the integrity of the data contained therein.
Stimulus Tech assumes no obligation to indemnify Licensee against any claims based on either infringement of intellectual property rights of third parties, non-compliance resulting from use of the Software, loss of data contained in Licensed Mailboxes, or breaches of security in respect of the licensed Mailboxes.

11.       INDEMNITY

11.1.    Licensee indemnifies Stimulus Tech and its members, directors, officers, employees, servants, contractors and agents against damage, cost or expense (including reasonable attorney fees) arising from any claim, demand, assessment, action, suit or proceeding relating to the Software that is based on Licensee’s conduct, action or inaction.

11.2.    In the event that any claim is made successfully against Stimulus Tech, the liability of Stimulus Tech is limited to the total amount actually paid by Licensee to Stimulus Tech for the Software and related support services in the 12 months preceding the claim.

12.  USE AND STORAGE OF PERSONAL INFORMATION BY STIMULUS

12.1. Licensee consents to Stimulus Tech collecting, processing, storing and disclosing personal information in accordance with the New Zealand Privacy Act 2020. Public attribution of Licensee as a customer requires prior written consent.

13.  CONFIDENTIALITY

Each Party agrees to keep the terms of this agreement, and any confidential or proprietary information received under it, strictly confidential and not disclose it to any third party without the prior written consent of the disclosing Party, unless required to do so by law or regulation.

14.       FORCE MAJEURE

In the event of force majeure, being unforeseeable events beyond the control of Stimulus Tech and preventing Stimulus Tech from meeting its obligations under this agreement, it is agreed that if notice of such situation is given by Stimulus Tech within 2 weeks of the occurrence of force majeure, the contract obligations as far as effected by such event will be suspended for as long as the inability to perform owing to such situation continues.

15.       CESSION, ASSIGNMENT AND SUBLICENSING

15.1. Licensee may not assign, cede, sub-license or otherwise transfer any rights or obligations under this agreement without the prior written consent of Stimulus Tech.

16.  RELATIONSHIP OF THE PARTIES Nothing in this agreement will be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.

17.       GOVERNING LAW

This agreement is governed in all respects by the laws of New Zealand.

18.  CANCELLATION

If either Party breaches any term of this agreement and fails to remedy the breach within 30 calendar days of receiving written notice, the aggrieved Party may either enforce the agreement or cancel it immediately without further notice. This is without prejudice to any right to claim damages resulting from the breach.

19.  GENERAL PROVISIONS

19.1. This document constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, communications, and agreements, whether written or oral.

19.2. No amendment, alteration, addition, variation or consensual cancellation of this document will be valid unless in writing and signed by the Parties.

19.3. No waiver of any of the terms or conditions of this agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same and any such waiver will be effective only in the specific instance and for the purpose given.

19.4. No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

19.5. In the event that any of the provisions of this agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which shall continue to be valid and enforceable.

20.  NOTICES

Notices to Stimulus Tech must be sent to the contact email or postal address published on its website. Notices to Licensee may be sent to the email address used for registration.

21.1 Licensee is deemed to have agreed to these terms by clicking the I AGREE button during installation.