ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: THE TERMS OF THIS END USER LICENSE AGREEMENT WILL GOVERN YOUR USE OF
THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU (THE “SERVICE PROVIDER,” AN
INDIVIDUAL OR LEGAL ENTITY PROVIDING CONNECTIVITY TO THE INTERNET) AGREE TO BE BOUND BY THE TERMS
OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST
NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
EVALUATION LICENSE. If Service Provider is licensing the Software for evaluation purposes, Service Provider’s use of the
Software is only permitted in a non-production environment and for the period limited by the License Key.
Notwithstanding any other provision in this EULA, an Evaluation License of the Software is provided “AS-IS” without
indemnification, support, or warranty of any kind, expressed or implied.
1.

DEFINITIONS

1.1 “Affiliate” means, with respect to a party, an entity
that is directly or indirectly controlled by or is under
common control with such party, where “control” means
an ownership, voting, or similar interest representing
fifty percent (50%) or more of the total interests then
outstanding of the relevant entity (but only as long as
such person or entity meets these requirements).
1.2 "Archive Mailbox" means a read-only copy of a
particular named user's Consumer Edition Mailbox for
legal intercept or litigation discovery. All in-bound and
out-bound communications associated with that named
user's Consumer Edition Mailbox are stored and indexed
(for appropriate search including cross Consumer
Edition Mailbox search) within the Archive Mailbox,
subject to designated retention policies.
1.3 “Consumer” means a person who agrees to pay a
fee to Service Provider for access to the Internet for
personal, family, or household purposes, and who does
not resell access.
1.4 "Consumer Edition Mailboxes" are mailboxes
offered by Zimbra under that designation; they may only
be used by an individual consumer. Consumer Edition
Mailboxes are limited to use within Internet Domain
names owned (1) by the Service Provider or a
sublicensee of the Service Provider, or (2) by the
Consumer him or herself. Consumer Edition Mailboxes
may include the following applications: email (including
POP, IMAP, and Webmail); address book; personal
calendar (which does not include free-busy/group
scheduling, delegation, locations, and resources);
personal documents; and Zimbra Mobile (only for
Consumer with Mobile Edition). Consumer Edition

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 1

Mailboxes do not include or support attachment
indexing & rendering; Zimbra Connector for Outlook or
Zimbra Connector for Apple.
1.5 “Documentation” means the documentation that is
generally provided to Service Provider by Zimbra with
the Software, as revised by Zimbra from time to time,
and which may include end-user manuals, operation
instructions, installation guides, release notes, and online help files regarding the use of the Software.
1.6 “Hosting Service” means a service provided to
Consumers, whereby the Consumer rents access to and
use of the Software from Service Provider on a usage
basis.
1.7 “Intellectual Property Rights” means any patent
rights, copyrights, trade secrets, trade names, service
marks, moral rights, know-how, and any other similar
rights or intangible assets recognized under any laws or
international conventions, and in any country or
jurisdiction in the world, as intellectual creations to
which rights of ownership accrue, and all registrations,
applications,
disclosures,
renewals,
extensions,
continuations or reissues of the forgoing now or
hereafter in force.
1.8 “License” means a license granted under Section
2.1 of this EULA.
1.9 “License Key” means a serial number or file that
enables Service Provider to activate and use the
Software.
1.10 “License Term” means the duration of a License as
specified in the Order.

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
1.11 “License Type” means the type of License
applicable to the Software, as more fully described in the
Order.
1.12 “Open Source Software” or “OSS” means software
components that are licensed under a license approved
by the Open Source Initiative (“OSI”) or similar open
source or freeware license and are embedded in the
delivered Software.
1.13 “Order” means a purchase order, enterprise
license agreement, or other ordering document issued
by Service Provider or a Zimbra-authorized reseller that
references and incorporates this EULA and is accepted
by Zimbra as set forth in Section 4.
1.14 “Software” means software products that are
licensed to Service Provider under this EULA, including,
but not limited to, any related components purchased or
provided with the Software, Documentation, and any
maintenance releases.
1.15 “Territory” means the country or countries in
which Service Provider has been invoiced; provided,
however, that if Service Provider has been invoiced
within any of the European Economic Area member
states, Service Provider may deploy the corresponding
Software throughout the European Economic Area.
1.16 “Third Party Agent” means a third party delivering
information technology services to Service Provider
pursuant to a written contract with Service Provider.
1.17 “Zimbra” means Zimbra Inc., a Texas corporation.
2.

LICENSE GRANT

2.1 Hosted Licenses. Subject to the terms of this
EULA and provided that Service Provider fully complies
with all the terms of this EULA, Zimbra grants to Service
Provider a non-exclusive, non-transferrable, limited
term license during the License Term of this EULA to
provide a Hosting Service for the Software in the
Territory by redistributing only the executable clientside portions of the Software (the “Client Components”)
to: (a) Consumers of the Hosted Service provided by
Service Provider; or (b) Consumers that provide a
Hosting Service (“Consumer Hosters”), but any such use

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 2

must be provided solely in accordance with the terms of
this EULA, and all such Consumer Hosters must be
bound by the terms and conditions at least as restrictive
and protective of Zimbra in all regards as the terms of
this EULA. The License to the Software is limited to the
quantities specified in each applicable Order. Zimbra
Collaboration Consumer Edition (and variants) can be
deployed for Consumers in a single shared domain and
in vanity domains only (i.e. not a Service Provider
business contract). Zimbra Collaboration Standard and
Professional can be deployed in a business domain (i.e.
purchased under a Service Provider business contract),
in which case, the Zimbra Network Edition End User
License Agreement would control. If the Internet domain
name is owned by the Consumer (often termed “vanity
domains”), then there may be at most eight (8)
Consumer Edition Mailboxes deployed within that
Internet domain name and all of its subdomains.
2.2 Restrictions. (a) Service Provider will ensure that
all Consumers will be enforceably bound for Zimbra’s
benefit to the provisions of this EULA; (b) Service
Provider will not engage in any advertising, promotional,
or sales activity direct to (or reasonably expected to be
effective in) any geographic area or market outside of
the Territory, and Service Provider will use good faith
efforts (to the extent consistent with applicable law) to
ensure that each Consumer of a Consumer Edition
Mailbox is primarily located in, and will use the Software
solely within the Territory; (c) neither Service Provider
nor its Affiliates will engage in selling, hosting, or
providing paid support or integration services related to
Zimbra Collaboration Open Source Edition or any other
Zimbra open source product except to provide paid
services related to Zimbra Collaboration Open Source
Edition if such services are limited to supporting
organizations migrating 100% of their Zimbra Open
Source Edition end users to a Zimbra commercial
license; and (d) Service Provider may not sublicense its
right under this EULA without Zimbra’s prior written
approval.
2.2 Permitted Copies. Service Provider may make
one copy of the Software for archival purposes only. The
copy will: (a) be kept within Service Provider’s
possession or control; (b) include all titles, trademarks,
and copyright and restricted rights notices included in

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
the original; and (c) be subject to this EULA. Service
Provider may not otherwise copy the Software without
Zimbra’s prior written consent.
2.4 Benchmarking. Service Provider may use the
Software to conduct internal performance testing and
benchmarking studies. Service Provider may only
publish or otherwise distribute the results of the studies
to third parties upon Zimbra’s written approval.
2.5 Open
Source
Software.
Notwithstanding
anything in this EULA to the contrary, Open Source
Software is licensed to Service Provider under such
OSS’s own applicable license terms, which can be found
in the open_source_licenses.txt file, the Documentation,
or as applicable, the corresponding source files for the
Software at http://www.zimbra.com/downloads/osdownloads.html. Open Source Software provides
sufficient right to use Software according to Section 2,
and may contain additional rights benefiting Service
Provider. The OSS license terms will take precedence
over this EULA to the extent that this EULA imposes
greater restrictions on Service Provider than the
applicable OSS license terms.
3.

RESTRICTIONS; OWNERSHIP

3.1 Restrictions. Service Provider acknowledges that
the Software and the structure, organization, and source
code of the Software constitute Zimbra’s valuable trade
secrets and property. Accordingly, except as expressly
permitted in Section 2 or as otherwise authorized by
Zimbra in writing, Service Provider will not and will not
permit any third party to: (a) sell, lease, license,
distribute, sublicense, or otherwise transfer in whole or
in part the Software or Documentation to any third
party; (b) decompile, disassemble, reverse engineer, or
otherwise attempt to derive source code from the
Software, in whole or in part; (c) copy the Software,
except for archival purposes, as set out in Section 2.2; (d)
create, develop, license, install, use, or deploy any
software or services to circumvent, enable, modify, or
provide access, permissions, or rights which violate the
technical restrictions of the Software as described in this
EULA; (e) translate, modify, or create derivative works
based upon the Software; (f) permit any use of or access
to the Software by any third party; or (g) remove any

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 3

product identification, proprietary, copyright, or other
notices contained in the Software.
3.2 Decompilation. Notwithstanding the foregoing,
decompiling the Software is permitted to the extent the
laws of the Territory give Service Provider the express
right to do so to obtain information necessary to render
the Software interoperable with other software;
provided, however, Service Provider must first request
such information from Zimbra, provide all reasonably
requested information to allow Zimbra to assess Service
Provider’s claim, and Zimbra may, in its discretion,
either provide interoperability information to Service
Provider, impose reasonable conditions, including a
reasonable fee, on the use of the Software, or offer to
provide alternatives to ensure that Zimbra’s proprietary
rights in the Software are protected and to reduce any
adverse impact on Zimbra’s proprietary rights.
3.3 Ownership. The Software and Documentation, all
copies and portions thereof, and all improvements,
enhancements, modifications, and derivative works
thereof, and all related Intellectual Property Rights, are
and will remain the sole and exclusive property of
Zimbra. Service Provider’s rights to use the Software and
Documentation will be limited to those expressly
granted in this EULA and any applicable Order. No other
rights with respect to the Software or any related
Intellectual Property Rights are implied. Service
Provider is not authorized to use (and will not permit
any third party to use) the Software, Documentation, or
any portion thereof except as expressly authorized by
this EULA or the applicable Order.
4.

ORDER

Service Provider’s Order is subject to this EULA. No
Orders are binding on Zimbra until accepted by Zimbra.
Orders for Software are deemed to be accepted upon
Zimbra’s delivery of the Software included in such Order.
Orders issued to Zimbra do not have to be signed to be
valid and enforceable.
5.

AUDIT RIGHTS

5.1 Records. Service Provider will, during the License
Term for any Software licenses acquired under this
EULA (and for a period of two (2) years from the

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
expiration of the applicable License Term), maintain
accurate records of Service Provider’s use of the
Software sufficient to demonstrate Service Provider’s
compliance with the terms of this EULA and all Orders.
5.2 Audit Rights. During the period in which the
Service Provider is obligated to maintain such records,
Zimbra, or its third-party auditor, may, upon reasonable
notice to Service Provider, audit such records to verify
that Service Provider have: (a) used the Software solely
in the manner authorized by this EULA; (b) paid all
applicable license fees; and (c) otherwise complied with
the terms of this EULA and all Orders. Zimbra may
conduct no more than one (1) audit in any twelve (12)
month period. Audits will be conducted during normal
business hours and Zimbra will use commercially
reasonable efforts to minimize the disruption of Service
Provider’s normal business activities. Zimbra, and any
third-party auditor, will not have physical access to
Service Provider’s computing devices in connection with
any such audit, without Service Provider’s prior written
consent. Service Provider will reasonably cooperate with
Zimbra and/or its third-party auditor and will promptly
pay directly to Zimbra any underpayments revealed by
such audit. Service Provider will promptly reimburse
Zimbra for all reasonable costs and expenses incurred by
Zimbra for such audit if: (i) such audit reveals an
underpayment by Service Provider of more than five
percent (5%) of the fees payable by Service Provider to
Zimbra for the period audited, or (ii) such audit reveals
Service Provider have materially failed to maintain
accurate records of Service Provider’s use of the
Software.
6.

SUPPORT SERVICES

Service Provider has no rights to any updates, upgrades,
or extensions or enhancements to the Software
developed by Zimbra unless you separately purchase
Zimbra support services.
7.

WARRANTIES

7.1 Software Warranty. Zimbra warrants to Service
Provider that the Software will, for a period of thirty
(30) days following delivery (“Warranty Period”),
substantially conform to the applicable Documentation,
provided that the Software (a) has been properly

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 4

installed and used at all times in accordance with the
applicable Documentation; and (b) has not been
modified or added to by persons other than Zimbra.
Zimbra will, at its own expense and as its sole obligation
and Service Provider’s exclusive remedy for any breach
of the foregoing warranty, either replace the applicable
Software or correct any reproducible error in the
Software reported to Zimbra by Service Provider in
writing during the Warranty Period. If Zimbra
determines that it cannot correct the error or replace the
Software, Zimbra will refund to Service Provider all
License fees actually paid by Service Provider, in which
case the License for the applicable Software and Service
Provider’s right to use such Software will terminate.
7.2 Disclaimer of Warranties. THE EXPRESS
WARRANTY IN SECTION 7.1 ABOVE IS IN LIEU OF AND,
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ZIMBRA AND ITS AFFILIATES
DISCLAIM, ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING
FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE REGARDING OR RELATING TO THE
SOFTWARE, THE DOCUMENTATION, OR ANY
MATERIALS FURNISHED OR PROVIDED TO YOU UNDER
THIS EULA. ZIMBRA AND ITS AFFILIATES DO NOT
WARRANT THAT THE SOFTWARE WILL OPERATE
UNINTERRUPTED OR THAT IT WILL BE FREE FROM
DEFECTS OR THAT THE SOFTWARE WILL MEET (OR IS
DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.
8.

INTELLECTUAL PROPERTY INDEMNIFICATION

8.1 Indemnification. Zimbra will defend Service
Provider against any third party claim that Service
Provider’s use of the Software, as authorized under this
EULA, infringes any patent, copyright, or trademark of a
third party in the: (a) the United States and Canada; (b)
the European Economic Area; (c) Australia; (d) New
Zealand; or (e) Japan (“Infringement Claim”), and
indemnify Service Provider from the resulting costs and
damages awarded against Service Provider to the third
party making the Infringement Claim; provided that, as
conditions of Zimbra’s obligation to defend and pay,
Service Provider: (a) notify Zimbra in writing of any
Infringement Claim within thirty (30) days of notice of

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
the Infringement Claim; (b) give Zimbra sole control of
the defense of any Infringement Claim and any related
negotiations or settlement; and (c) give Zimbra the
information and assistance necessary to settle or defend
the Infringement Claim. Should the Software become, or
in Zimbra’s opinion be likely to become, the subject of an
Infringement Claim, Zimbra will, at Zimbra’s option
either: (i) replace or modify the affected Software to
make it non-infringing; (ii) procure for Service Provider
the rights to continue using the Software; (iii) replace
the Software or affect products with other comparable
software and/or products; or (iv) terminate Service
Provider’s rights to the affected Software and
discontinue the related support services, and, upon
Service Provider’s certified deletion of the affected
Software, refund: (a) the fees paid by Service Provider
for the License to the affected Software, less straight-line
depreciation over a three (3) year useful life beginning
on the date such Software was delivered; and (b) any
pre-paid service fee attributable to related support
services to be delivered after the date such service is
stopped. Nothing in this Section 8.1 will limit Zimbra’s
obligation under Section 8.1 to defend and indemnify
Service Provider, provided that Service Provider replace
the allegedly infringing Software upon Zimbra’s making
alternate Software available to Service Provider and/or
Service Provider discontinue using the allegedly
infringing Software upon receiving Zimbra’s notice
terminating the affected License.
8.2 Exclusions.
Zimbra’s
obligations
under
Section 8.1 do not apply to any Infringement Claim
arising from the: (a) modifications to the Software made
by Service Provider or any party other than Zimbra or
Zimbra’s authorized representative; (b) use of other
than the current version of the Software, if the
infringement would have been avoided by use of the
current version; (c) modification of the Software by any
third party; (d) combination, operation, or use of the
Software with materials not furnished by Zimbra; or (e)
use of the Software outside the scope of this EULA.
8.3 Limitation. THIS SECTION 8 STATES THE SOLE
LIABILITY OF ZIMBRA WITH RESPECT TO ANY
INFRINGEMENT BY THE PRODUCTS OF ANY PATENT,
COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER
INTELLECTUAL PROPERTY RIGHT.
9.

LIMITATION OF LIABILITY

9.1 Limitation of Liability. TO THE MAXIMUM
EXTENT MANDATED BY LAW, IN NO EVENT WILL
ZIMBRA AND/OR ITS AND ITS AFFILIATES BE LIABLE

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 5

FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES,
LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL,
BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY
OTHER INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF
LIABILITY, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
PRECEDING LIMITATION MAY NOT APPLY TO YOU.
ZIMBRA’S AND ITS AND ITS AFFILIATES’ LIABILITY
UNDER THIS EULA WILL NOT, IN ANY EVENT,
REGARDLESS OF WHETHER THE CLAIM IS BASED IN
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE,
EXCEED THE LICENSE FEES YOU PAID FOR THE
SOFTWARE, IF ANY. THE FOREGOING LIMITATIONS
WILL APPLY REGARDLESS OF WHETHER YOU OR
ZIMBRA HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND REGARDLESS OF WHETHER ANY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.2 Further
Limitations.
Zimbra’s
affiliates,
subsidiaries, shareholders, employees, officers, and
representatives will have no liability of any kind under
this EULA and Zimbra’s liability with respect to any third
party software embedded in the Software will be subject
to Section 9.1. SERVICE PROVIDER MAY NOT BRING A
CLAIM UNDER THIS EULA MORE THAN TWELVE (12)
MONTHS AFTER THE CAUSE OF ACTION ARISES.
10.

TERMINATION

10.1
License Term. This EULA will terminate in its
entirety upon the termination of the License Term,
unless terminated earlier under this Section 10.
10.2
Termination for Breach. Zimbra may
terminate this EULA in its entirety effective immediately
upon written notice to Service Provider if: (a) Service
Provider breach any provision in Section 3; (b) Service
Provider fail to pay any portion of the fees under an
applicable Order within ten (10) days after receiving
written notice from Zimbra that payment is past due; (c)
Service Provider breach any other provision of this
EULA and don’t not cure the breach within thirty (30)
days after receiving written notice thereof from Zimbra;

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
or (d) Service Provider commit a material breach that is
not capable of being cured.
10.3 Termination for Insolvency. Zimbra may
terminate this EULA in its entirety effective immediately
upon written notice to Service Provider if Service
Provider: (a) terminate or suspend Service Provider’s
business; (b) become insolvent, admit in writing Service
Provider’s inability to pay Service Provider’s debts as
they mature, make an assignment for the benefit of
creditors; or become subject to control of a trustee,
receiver or similar authority; or (c) become subject to
any bankruptcy or insolvency proceeding.
10.4 Effect of Termination. If Zimbra terminates this
EULA under this Section 10: (a) all Licensed rights to all
Software granted to Service Provider under this EULA
will immediately cease to exist; and (b) Service Provider
must promptly discontinue all use of all Software, and
destroy all copies of the Software and all License Key(s)
and return, or if requested by Zimbra, destroy, any
related Zimbra Confidential Information in Service
Provider’s possession or control and certify in writing to
Zimbra that Service Provider have fully complied with
these requirements. Sections 1 (Definitions), 2.6 (Open
Source Software), 3 (Restrictions; Ownership), 5.1
(Records), 5.2 (Audit Rights), 7.2 (Disclaimer of
Warranties), 9 (Limitation of Liability),
10
(Termination), 11 (Confidential Information), and 12
(General) will any survive termination of this EULA.
10.5 Limitation of Liability upon Termination.
WITHOUT PREJUDICE TO SECTION 9 (LIMITATION OF
LIABILITY), ZIMBRA WILL NOT BE LIABLE TO THE
OTHER FOR DAMAGE OF ANY KIND, INCLUDING LOSS
OF PROFITS, LOSS OF CUSTOMERS, LOSS OF BUSINESS
OPPORTUNITIES, LOSS OF GOODWILL, AND INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON
ACCOUNT OF THE TERMINATION OR EXPIRATION OF
THIS EULA IN ACCORDANCE WITH THIS SECTION 10.
YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE
ANY
COMPENSATION
OR
REPARATIONS
ON
TERMINATION OR EXPIRATION OF THIS EULA UNDER
THE LAW OF THE TERRITORY OR OTHERWISE, OTHER
THAN AS EXPRESSLY PROVIDED IN THIS EULA. ZIMBRA
WILL NOT BE LIABLE ON ACCOUNT OF TERMINATION
OR EXPIRATION OF THIS EULA FOR REIMBURSEMENT

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 6

OR DAMAGES FOR THE LOSS OF GOODWILL,
PROSPECTIVE PROFITS, OR ANTICIPATED INCOME, OR
ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS,
OR COMMITMENTS MADE BY YOU OR FOR ANY OTHER
REASON WHATSOEVER BASED UPON OR GROWING
OUT OF THE TERMINATION OR EXPIRATION. YOU
ACKNOWLEDGE THAT THIS SECTION HAS BEEN
INCLUDED AS A MATERIAL INDUCEMENT FOR ZIMBRA
TO ALLOW YOUR USE AND THAT ZIMBRA WOULD NOT
HAVE ALLOWED USE BUT FOR THE LIMITATIONS OF
LIABILITY AS SET FORTH IN THIS EULA.
11.

CONFIDENTIAL INFORMATION

11.1 Definition. “Confidential Information” means
information or materials provided by Zimbra to Service
Provider which are in tangible form and labeled
“confidential” or the like, or, information which a
reasonable person knew or should have known to be
confidential. The following information will be
considered Confidential Information whether or not
marked or identified as such: (a) License Keys; (b)
information regarding Zimbra’s pricing, product
roadmaps, or strategic marketing plans; and (c) nonpublic materials relating to the Software.
11.2 Protection. Service Provider may use Zimbra’s
Confidential Information: (a) to exercise its rights and
perform its obligations under this EULA; or (b) in
connection with the parties’ ongoing business
relationship. Service Provider will not use any
Confidential Information of Zimbra for any purpose not
expressly permitted by the EULA, and will disclose the
Confidential Information of Zimbra only to Service
Provider’s employees or contractors who have a need to
know such Confidential Information for purposes of the
EULA and who are under a duty of confidentiality no less
restrictive than Service Provider’s duties under this
EULA. Service Provider will protect Confidential
Information from unauthorized use, access, or disclosure
in the same manner as Service Provider protect Service
Provider’s own confidential or proprietary information
of a similar nature but with no less than reasonable care.
11.3 Exceptions. Service Provider’s obligations under
Section 11.2 with respect to any Confidential
Information will terminate if Service Provider can show

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
by written records that such information: (a) was
already known to Service Provider at the time of
disclosure by Zimbra; (b) was disclosed to Service
Provider by a third party who had the right to make such
disclosure without any confidentiality restrictions; (c) is,
or through no fault of Service Provider has become,
generally available to the public; or (d) was
independently developed by Service Provider without
access to, or use of, Zimbra’s Information. In addition,
Service Provider will be allowed to disclose Confidential
Information to the extent that such disclosure is
required by law or by the order of a court of similar
judicial or administrative body, provided that Service
Provider notify Zimbra of such required disclosure
promptly and in writing and cooperates with Zimbra, at
Zimbra’s request and expense, in any lawful action to
contest or limit the scope of such required disclosure. If
Zimbra is unable to obtain a protective order or other
appropriate remedy with respect to the disclosure of
Confidential Information, then Service Provider will
disclose only that portion of the Confidential
Information necessary to ensure compliance with the
legal requirement.
11.4 Data Privacy. Service Provider agree that Zimbra
may process technical and related information about
Service Provider’s use of the Software which may
include
internet
protocol
address,
hardware
identification, operating system, application software,
peripheral hardware, and non-personally identifiable
Software usage statistics to facilitate the provisioning of
updates, support, invoicing, or online services and may
transfer such information to other companies in the
Zimbra worldwide group of companies from time to
time. To the extent that this information constitutes
personal data, Zimbra will be the controller of such
personal data. To the extent that it acts as a controller,
each party will comply at all times with its obligations
under the local legislation applicable in the Territory for
the protection of individuals with regard to the
processing of personal data.
11.5 Irreparable
Injury.
Service
Provider
acknowledge that damages for improper disclosure of
Confidential Information would be irreparable;
therefore, upon breach, Zimbra may seek equitable
relief, including temporary restraining order(s) or

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 7

preliminary or permanent injunction, without the
necessity of posting a bond, in addition to all other
remedies, for any violation or threatened violation of
this Section 11.
12.

SERVICE PROVIDER INDEMNITY

Service Provider agrees to indemnify and hold Zimbra
harmless from any loss, cost, liability, or damage,
including attorneys’ fees, of Zimbra arising out of any
third party claim, suit, or proceeding brought against
Zimbra based upon: (a) any act or omission of the
Service Provider, its employees, or agents; (b) any
omission or inaccuracy in the Service Provider’s
advertisements and promotional materials that relate to
Zimbra or the Software; (c) any representations made by
the Service Provider relating to Zimbra or the Software;
or (d) Service Provider’s performance of services related
to the Software.
13.

GENERAL

13.1 Assignment. This EULA and any Orders, and any
of Service Provider’s rights or obligations thereunder,
may not be assigned, subcontracted or transferred by
Service Provider, in whole or in part, whether voluntary,
by operation of contract, law or otherwise, without the
prior written consent of Zimbra. Any attempted
assignment or transfer in violation of the foregoing will
be null and void. Subject to the foregoing, this EULA will
be binding upon and will inure to the benefit of the
parties and their respective successors and assigns.
13.2 Notices. Any notice delivered by Zimbra to
Service Provider under this EULA will be delivered via
mail, email, or fax.
13.3 Waiver. The waiver of a breach of any provision
of this EULA will not constitute a waiver of any other
provision or any subsequent breach.
13.4 Severability. If any provision of this EULA is held
to be illegal, invalid, or unenforceable, the provision will
be enforced to the maximum extent permissible so as to
effect the intent of the parties, and the remaining
provisions of this EULA will remain in full force and
effect.

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
13.5 Compliance with Laws; Export Control;
Government Regulations. Each party will comply with
all laws applicable to the actions contemplated by this
EULA. Service Provider acknowledge that the Software is
of United States origin, is provided subject to the U.S.
Export Administration Regulations, may be subject to
the export control laws of the applicable territory, and
that diversion contrary to applicable export control laws
is prohibited. Service Provider represent that: (1) you
are not, and are not acting on behalf of, (a) any person
who is a citizen, national, or resident of, or who is
controlled by the government of any country to which
the United States has prohibited export transactions; or
(b) any person or entity listed on the U.S. Treasury
Department list of Specially Designated Nationals and
Blocked Persons, or the U.S. Commerce Department
Denied Persons List or Entity List; and (2) you will not
permit the Software to be used for, any purposes
prohibited by law, including, any prohibited
development, design, manufacture or production of
missiles or nuclear, chemical or biological weapons. The
Software and Documentation are deemed to be
“commercial computer software” and “commercial
computer software documentation,” respectively,
pursuant to DFAR Section 227.7202 and FAR Section
12.212(b), as applicable. Any use, modification,
reproduction, release, performing, displaying, or
disclosing of the Software and Documentation by the U.S.
Government will be governed solely by the terms and
conditions of this EULA.

United States bear a substantial relationship to this
EULA and that the selection of Delaware law to govern
this EULA and the license of the Software is reasonable
and appropriate, and you consent to the selection of
such law to govern this EULA and the relationship of the
parties. This EULA has been agreed to only in the English
language, which version of this EULA will be controlling
regardless of whether any translations of this EULA have
been prepared or exchanged. As an exception to the
preceding sentence, if Zimbra provides this EULA to you
only in a non-English language version, then such nonEnglish language version will control. Otherwise, you
acknowledge and represent that you have carefully
reviewed this EULA with the involvement and assistance
of Service Provider’s employees, advisors, and/or legal
counsel fluent in the English language, that you have
consulted with local legal counsel and counsel
competent to render advice with respect to transactions
governed by the law applicable to this EULA, that you
have no questions regarding the meaning or effect of any
of this EULA’s terms, and that you have obtained highquality translations of this EULA for use by you or any of
Service Provider’s team who are not fluent in the English
language, with the understanding that you alone will
bear the risk of any misunderstandings that may arise as
a result of such translation. All communications in
connection with this EULA will be in the English
language. Les parties ont demandé que cette convention
ainsi que tous les documents qui s'y rattachent soient
rédigés en anglais.

13.6 Construction. The headings of sections of this
EULA are for convenience and are not to be used in
interpreting this EULA. As used in this EULA, the word
“including” means “including but not limited to.”

13.8 Jurisdiction and Venue. All disputes arising out
of this EULA involving Zimbra will be subject to the
jurisdiction of the federal or state courts of Northern
Texas, with venue lying in Dallas County, Texas. YOU
WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS EULA.

13.7 Choice of Law and Language. This EULA will be
governed by the laws of the State of Delaware, USA, to
the exclusion of the UN Convention on Contracts for the
International Sale of Goods. Service Provider
acknowledge that the headquarters of the Zimbra family
of companies is located in Texas, and that the software
licensed under this EULA and the related products
marketed in connection with such software were in
substantial part conceived, developed, or marketed by
Zimbra personnel in the United States. Further, you
acknowledge, agree and stipulate that the laws of the

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 8

13.9 Third Party Rights. Other than as expressly set
out in this EULA, this EULA does not create any rights for
any person who is not a party to it, and no person who is
not a party to this EULA may enforce any of its terms or
rely on any exclusion or limitation contained in it.

ZIMBRA CONSUMER EDITION
END USER LICENSE AGREEMENT
13.10 Documentation. In addition to the above
sections, Service Provider’s use of the Software is subject
to any additional terms and conditions set forth in the
Documentation, which is incorporated into this EULA.
13.11 Order of Precedence. In the event of conflict or
inconsistency among the Documentation, this EULA and
the Order, the following order of precedence will apply:
(a) the Documentation, (b) this EULA, and (c) the Order.
With respect to any inconsistency between this EULA
and an Order, the terms of this EULA will supersede and
control over any conflicting or additional terms and
conditions of any Order, acknowledgement or
confirmation or other document issued by Service
Provider, unless the parties execute a written agreement
expressly indicating: (i) that such Order will modify this
EULA; or (ii) that the terms of such Order will supersede
and control in the event of any inconsistency.
13.12 Force Majeure. Zimbra will not be liable for any
nonperformance or delays in deliveries caused by
strikes, differences with workmen, accidents, fires,
floods, transportation delays, delays in procuring
materials or supplies, government regulations, war,
disaster, Acts of God, or other delays caused by events
beyond the reasonable control of Zimbra.
13.13 Entire Agreement. This EULA, including accepted
Orders and any amendments to this EULA, and the
Documentation contain the entire agreement of the
parties with respect to the subject matter of this EULA
and supersede all previous or contemporaneous
communications,
representations,
proposals,
commitments, understandings, and agreements,
whether written or oral, between the parties regarding
this license agreement. This EULA may be amended only
in writing signed by authorized representatives of both
parties.
13.14 Contact Information. Please direct legal notices
or other correspondence to Zimbra Inc., 3000 Internet
Blvd., Suite 200, Frisco, Texas, United States Attn:
General Counsel. If Service Provider has any questions
concerning this EULA, please send an email to
ahowell@zimbra.com.

ZIMBRA NE CONSUMER EDITION EULA – 01.14 – Page 9

