Kerio Operator

[Kensel Whiteman]

Ifyou purchased the Software from Kerio or an authorized reseller, your Quote (as defined below) will include the Software title(s) and the Services purchased. "Quote" means the written or electronic order document, form or invoice issued by or accepted by Kerio or its authorized representative that provides pricing for the Software.

Notwithstanding any affirmative acceptance of this Agreement made during the installation or registration of a particular Software, by acquiring a license to use and/or using the Software you (including your agents, representatives and/or end users) and any entity that you represent (collectively "you," "your" or related terms), are each agreeing to be bound by the terms of this Agreement and to be fully responsible for the use of the Software by any of your authorized users. If you do not agree to all the terms and conditions of this Agreement or if you are not authorized by the entity intended to use the Software to enter this Agreement on its behalf, do not use the Software and if you have previously licensed the Software, seek a refund immediately.

Subject to your compliance with all the terms and conditions of this Agreement and payment of all applicable license fees associated with any license granted to you herein (collectively, "Fees"), Kerio hereby grants you a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive license to use the Software for the number of license units contracted for and in accordance with any Documentation ("License") for: (i) a period of thirty (30) days from the date of download (the "Trial Period"), in the case of free trial downloads offered on Kerio websites ("Trial Licenses"); (ii) a period of time for which you have a subscription to use the Software in accordance with the applicable Quote; (iii) the time period extended by Kerio in each case in the case of free version downloads offered on Kerio websites ("Free Licenses"); or (iv) for a period of thirty (30) days (or such time period as Kerio may, in its sole discretion, extend from time to time in writing) from the date of installation solely for internal, non-commercial evaluation and testing purposes, in the case of Kerio Partners (defined as distributors and resellers participating in Kerio's Partner Program) who have been provided "Not For Resale" versions ("NFR") of the Software. The Software may only be used on the hardware and software components, including client machines, servers, and internetworking devices within your internal computer network at your location. For clarity, in the case of Trial Licenses, if you do not pay the applicable Fees prior to the conclusion of any applicable Trial Period, your Trial License will expire immediately at the conclusion of the Trial Period and you will no longer have any right or license, express or implied, to further use the Software in any manner thereafter. In addition, all license Fees are non-refundable. Accordingly, please evaluate and test the Software carefully during the Trial Period.

In addition to the licensing above, hardware appliances for Kerio Control and Kerio Operator are available for purchase. The hardware appliances are governed by the Hardware Sales Agreement located at -hardware-terms-and-conditions-of-sale (and any successor or related locations designated by Kerio), as it may be updated from time to time.

(i)"Instance" means a single installation of the Software running on an operating system. For clarity, if the Software has been loaded into memory multiple times, then the number of Software licenses required in such circumstances will directly correspond to the number of times the Software has been loaded;

You will have a limited right and license to use the Software solely for your internal business purposes, to perform the functions described in the Documentation. Except as expressly and clearly permitted under this Agreement or another agreement between you and Kerio, you expressly agree not to, directly or indirectly:

(iii) use the Software in violation of any usage or licensing restrictions provided elsewhere in the Documentation (including, without limitation, use of Kerio Control's guest network feature by persons employed by or consulting to your organization to access your internal network resources);

(iv) use the Software in violation of any applicable law in your jurisdiction or other jurisdictions where you operate (such as, without limitation, laws restricting delivery of unsolicited or unauthorized mail, spam, or other forms of unsolicited messages);

(v) copy, rent, lease, loan, resell, transfer, sublicense or otherwise distribute or sell the Software (except where otherwise expressly agreed to by Kerio in writing); or(vi) remove, alter or obscure any Software identification, trademark, copyright, confidentiality, proprietary or other notices or legends contained on or within the Software (or any copy or portion thereof); or

(vi) violate any of the terms of the terms of service or acceptable use policies applicable to the Software, which terms and policies may be found at or -cloud-terms-service, (and any successor or related locations designated by Kerio) and which may be updated at any time by Kerio.

Additionally, any consultant, contractor, or agent hired to perform services for you may operate the Software on your behalf under these terms and conditions, provided that: (a) you remain responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to you; (b) such use is only in connection with your internal business purpose; (c) such use does not represent or constitute an increase in the scope of the License provided hereunder; and (d) you remain fully liable for any and all acts or omissions by such third parties related to this Agreement.

You, and not the Kerio distributor or reseller, are required to register the Software (from the administration console in the Software or online at www.kerio.com) or the regional equivalent. The following data must be provided by you: name of your company/business, address, name of your point of contact ("POC"), POC email, and POC phone number.

The Software (including the Services) is protected under intellectual property laws in the United States and other countries protect the Software. Title, ownership rights, and intellectual property rights in and to the Software (including the Services), and any copies or elements thereof, will remain with Kerio and those third party technology suppliers who have provided Third Party Add-ons (as defined below) or other technology to the Software (including the Services) (these "Third Party Technology Suppliers" currently include, without limitations, Bitdefender, Sophos, zVelo, Microsoft and Digium). Except for the limited rights expressly granted to you under the License described herein all rights in the Software (including the Services) remain with Kerio and its Third Party Technology Suppliers. You further agree not to pursue or participate in a patent infringement cause of action against Kerio or its Third Party Technology Suppliers. Kerio reserves all rights in the Software and elements thereof not expressly granted to you in this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Nothing in this Agreement will be construed to convey any title or ownership rights to the Software or other Kerio Confidential Information or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in Kerio Confidential Information to you. Nothing in this Agreement will be construed to convey any title or ownership rights to your Confidential Information or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in your Confidential Information to Kerio. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce, or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction, or distribution of the Confidential Information.

Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section 6.

In this Agreement, "Personal Data" means any information relating to an identified or identifiable natural person, whereby an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

Subject to the express permissions stated in this Agreement and the Kerio Privacy Policy ("Privacy Policy," the current updated version thereof found here: and any successor or related locations designated by Kerio) which is incorporated by reference into this Agreement, and except as otherwise expressly permitted pursuant to this Agreement and such Privacy Policy, Kerio will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your Personal Data. These safeguards include encryption of your Personal Data in transmission (using SSL or similar technologies). Our compliance with the provisions of this Section will be deemed compliance with Kerio's obligations to protect your Personal Data.

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