End User Licence Agreement

Last updated: [PROPOSED — confirm: date of publication]This Agreement governs your use of the software products licensed by LBREEZE LIMITED for you to run on your own infrastructure. It forms part of our Terms of Service, and it takes precedence over them on the subject of your rights in the software.It covers Zephyr (billing, provisioning and commerce), kstack (infrastructure control plane) and Standby (monitoring and operations), together with their updates, documentation and licence keys. In this Agreement they are "the Software".kmail is not covered by this Agreement. kmail is a fork of SOGo, is licensed to you under the GNU General Public License version 2, and ships with kstack at no charge. Your rights to run, modify, copy and redistribute kmail come from that licence and not from us, and nothing in this Agreement limits them. A kmail licence key, where one is issued, gates who may fetch builds and updates from our distribution service. It is not a permission to run the software, because the GPL has already granted that.You may run the Software on your own hardware, on infrastructure you rent from someone else, or on infrastructure you rent from us. Where you run it on our infrastructure, the hosting is a separate service under the Terms of Service and this Agreement covers only the software.

1. The licence we grant

Subject to your subscription being paid and current, and to your compliance with this Agreement, we grant you a non-exclusive, worldwide, non-transferable licence to install, run and modify the configuration of the Software for your own business purposes and for the purpose of providing services to your own customers, up to the quantity your subscription covers.The licence includes the right to sublicense access to the Software to your own customers as part of a service you provide, on the terms in clause 4. It does not include the right to distribute the Software itself, or to sell licences to it. The distinction is between letting your customers use an installation you run, which is the whole point of the product, and handing them the software, which is not.Each licence is tied to a licence key issued to you and to the hostnames that key is bound to. You may change those hostnames yourself as your infrastructure changes; clause 7 explains how.

2. How the licence is counted

<table><thead><tr><th>Product</th><th>Licensed by</th><th>What counts as one</th></tr></thead><tbody><tr><td>Zephyr</td><td>[PROPOSED — confirm: per install]</td><td>One production instance serving one business. Non-production copies for staging, testing, development and disaster recovery are included at no charge, provided they do not serve your live customers. A disaster-recovery copy may serve live customers during an actual failover, and for up to 30 days afterwards, without counting as a second install.</td></tr><tr><td>kstack</td><td>Per node</td><td>A node is a machine — a physical server, a dedicated server or a virtual machine — that runs the kstack agent and has been assigned a role. One machine is one node, whatever it runs on it. A machine that is powered off and assigned no role does not count. [PROPOSED — confirm: the price per node and how it relates to the published tiers]</td></tr><tr><td>Standby</td><td>Per device</td><td>A device is any machine running the Standby agent. That includes servers and virtual machines, counted exactly as a kstack node is, and it also includes personal endpoints — a desktop, a laptop, a phone, a tablet — because Standby is built to watch the machines your people use as well as the machines your customers land on. A target that is monitored without an agent does not count as a device. External checks against a URL, a port, a certificate or a DNS record are part of the service, not separate devices, however many of them you configure. Multiple checks against the same target count once.</td></tr></tbody></table>kmail is not in this table because it is not licensed by us at all. See the note at the top of this Agreement.Counts are measured on the day of invoice. If you exceed the quantity your subscription covers, we will invoice for the additional quantity from the date the excess began; we will not disable anything.That sentence is deliberate, and it is how the Software behaves. A licensed count is a billing measure, not an access control. Where an installation is configured to enforce a count, it does so by declining to create new records beyond the licensed number, and tells the operator why. It never disables records that already exist, never suspends your customers, and never interrupts a service you are already providing. If you outgrow your licence, you get an invoice and a clear message in your admin area, not an outage.

3. What you may not do

You must not:<ul><li>distribute, publish, rent, lease, lend or sell the Software itself, or make it available for download, whether or not for a fee;</li><li>sell, resell or sublicense licences to the Software, or act as a reseller of it, except under a separate written reseller agreement with us;</li><li>remove, obscure or alter any copyright notice, or any notice identifying the Software's licence status, except as clause 4 expressly permits for branding;</li><li>circumvent, disable, patch out or tamper with licence key validation, the update check, or the signature verification applied to releases;</li><li>use a licence key on more installations, nodes or devices than your subscription covers, or share a key with another business;</li><li>use the Software to develop a competing product by copying its code, or provide the Software to a third party for that purpose.</li></ul>You must not reverse engineer, decompile or disassemble the Software, except to the extent that the law expressly permits it despite this restriction. Under sections 50B and 50BA of the Copyright, Designs and Patents Act 1988 you may decompile to achieve interoperability with other programs, and may observe, study and test the Software to determine the ideas and principles behind it. Before relying on that, ask us at legal@lbreeze.com: we will normally give you the interface information you need, which is faster for both of us.Nothing in this clause restricts you from modifying configuration, writing plugins against the documented interfaces, theming the Software, or automating it through its API. Those are intended uses, not tolerated ones.

4. Branding, white-labelling and your own customers

The Software is built to be sold onward under your own name, and this clause is written to permit that rather than to grudgingly allow it.You may present the Software to your customers under your own brand, name and domain; replace our branding, logos and product names with yours throughout the interfaces your customers see; remove any "powered by" or attribution marking; theme and restyle it; and describe the resulting service as your own product. Your customers do not need to know we exist, and we will not tell them.You may give your customers access to an installation you operate, including self-service portals, panels, status pages and APIs, as part of a service you sell them. That is the sublicence granted in clause 1, and it extends to your customers' own end users where your service works that way.You must not claim that you wrote the Software, that you own the intellectual property in it, or that it is your original work; misrepresent our role if asked directly by a customer, a regulator or an auditor; or use our name, logos or trade marks in your own marketing without our written permission, beyond a factual statement that you use our technology.We have no contract with your customers. They are your customers, not ours. We owe them nothing, we will not support them directly, and we will not contact them. If one of them has a problem, it comes to you and you bring it to us. You are responsible for the terms you put in front of them, for the service levels you promise them, and for any claim they bring, and you will indemnify us against claims brought against us by your customers arising from the service you sell them. Nothing you agree with a customer can create an obligation for us.If your customers are themselves resellers with their own sub-accounts, the same applies one level down. The chain of contracts is yours to maintain.

5. Ownership

We and our licensors own all intellectual property rights in the Software, its source code, its documentation and our branding. You get the rights in clause 1 and nothing more. Nothing in this Agreement assigns or transfers ownership.You own your data, your configuration, your themes, your templates, your branding, and anything you build with the plugin or extension interfaces the Software exposes. Building a plugin against a documented interface does not make your plugin our property, and we claim no licence over it. You may sell your plugins and themes to anyone, including to other licensees.

6. Open-source components

The Software includes third-party open-source components, each licensed under its own terms. Those terms govern those components and, where they give you rights broader than this licence, those broader rights apply to that component. A list of components and their licences is included with each release and is also available on request.Where a component's licence entitles you to its source code, write to source@lbreeze.com and we will supply it. That address is the single point for every source request across our products, including the written offer that travels with kmail, so that one mailbox is the answer wherever the question is asked.Nothing in this Agreement places any obligation on you in respect of an open-source component beyond what that component's own licence requires, and nothing here purports to restrict a right granted to you by an open-source licence.

7. Licence keys, hostnames, rotation and revocation

A licence key is issued for your install and for the hostnames it may run on. Keys can be rotated, and we keep an audit trail of every issue, rotation and revocation against your licence.Changing hostnames. You can change the hostnames bound to your licence yourself, from your account, as your infrastructure changes. There is a short cool-down between rotations to make a stolen key harder to move around; if you need to rotate again inside it, ask support and we will do it for you. Migrating to a new server, adding a hostname, or moving to a new domain are ordinary operations and are not breaches of this Agreement.Revocation. We may revoke a key where the subscription is cancelled, where a key has been shared or published, or where this Agreement is terminated under clause 11. Revoking a key stops it being used to obtain updates. Read clause 9 for what revocation does not do.Local and private hostnames. Loopback, private-range and internal hostnames are always permitted, so that you can stand an installation up and test it before you point a public name at it.

8. What the Software sends us, and what it does not

The Software runs on your infrastructure, against your database, and holds your data and your customers' data. We have no access to it. We do not receive a copy of it, we cannot read it, and we cannot recover it for you if you lose it.The only outbound connection the Software makes to us is the update and licence check. It sends:<ul><li>the licence key;</li><li>the product and the version you are running;</li><li>the hostname of the installation.</li></ul>It does not send your customer data, your business data, your configuration, or any part of your database. There is no analytics beacon, no usage telemetry gathered without your knowledge, and no remote access channel. Where a product offers optional anonymous usage statistics, that is described in its documentation and is off unless you turn it on.If the check cannot reach us, the Software keeps working. It continues normally for an offline grace period of [PROPOSED — confirm: 14 days, which is the period the Software currently implements], because a network problem at our end, or a firewall at yours, must never take down your billing system. After the grace period the Software still runs; it simply stops being able to confirm its licence, and says so in the admin area.Because we are the ones who decide to collect the licence check, we are the controller of the small amount of personal data it contains, and our Privacy Policy explains what we do with it. We are not your processor for anything inside your installation, because we do not process anything inside your installation. Clause 1 of our Data Processing Addendum sets this out.

9. What happens when a licence lapses

Expiry is not a kill switch. If your subscription ends, lapses, or is cancelled:<ul><li>the Software keeps running. The version you last received continues to work on the installations it was licensed for, indefinitely. Your licence to run that version is perpetual and survives the end of your subscription.</li><li>your customers keep being served. Nothing is suspended, disabled, throttled or degraded. No feature is withdrawn. Your customers will not be able to tell that your subscription ended.</li><li>you stop receiving updates. New releases, security patches and new versions are no longer available to you, and the update check will tell you so.</li><li>the admin area says so plainly. You will be told your licence has lapsed, in the interface, in clear terms. We will not degrade the Software quietly and leave you to work out why.</li></ul>What you are buying with a subscription is the right to keep receiving new versions, and support. You are not renting the right to keep running what you already installed.This clause survives termination or expiry of this Agreement for any reason other than termination under clause 11.2 for a material breach of clauses 3, 4 or 7. In plain terms: stop paying and you keep what you have. Pirate it, circumvent the licensing, or resell it, and you do not.

10. Updates, versions and support

While your subscription is current you are entitled to receive the updates we publish for the version line you are licensed for, through the product's update channel.How updates are delivered and verified. Every release is built from a tag and signed with Ed25519 at build time. Before anything is swapped in, the installer checks the artifact's checksum and then verifies its signature against a public key pinned in your installation. An artifact that fails either check is refused, and an update signed with a key your installation does not recognise fails closed rather than being trusted. This is a security property of the product and you must not disable it.Applying updates is your responsibility and your decision. We do not install updates on your systems, and we have no ability to do so, unless you have bought a managed service that says otherwise.Supported versions. We support [PROPOSED — confirm: the current release and the previous minor version line, and in any case any release published in the last 12 months]. Running an older version is permitted, and clause 9 means it always will be, but we may decline to investigate a problem until you have updated, and we do not backport security fixes to unsupported versions.What support covers. Installation, configuration and defects in the Software. It does not cover your custom development, your integrations with third-party systems, administration of your own data, training, migration of data from another vendor's system beyond the tooling we ship, or problems caused by modifications you have made. Response targets are in the Service Level Agreement.Cross-product licences. A licence key issued by one of our products can be presented to and verified by the others, so that one key works across an installation that runs more than one of them. That is a technical convenience: it does not entitle you to a product you have not licensed.

11. Term, suspension and termination

11.1 Term. The licence runs for your subscription term and renews with it, unless cancelled. You may cancel at any time; the Refund and Cancellation Policy explains what happens to fees.11.2 Termination by us. We may terminate this Agreement:<ul><li>on 30 days' written notice, if you materially breach it and do not put it right within that period; or</li><li>immediately, if you breach clause 3 in a way that infringes our intellectual property — distributing the Software, reselling licences, or circumventing licence or signature verification — or if you become insolvent.</li></ul>Non-payment is not a ground for termination under this clause. Non-payment ends your subscription, and clause 9 says what that means.11.3 What happens on termination. If this Agreement is terminated under clause 11.2, your licence ends. You must stop using the Software and remove it from your systems within 30 days, and confirm in writing that you have done so if we ask. You may keep an archival copy of your own database, and you may export your data first; you may not run the Software to read it.If your subscription merely ends or lapses, clause 9 applies instead and none of this paragraph does.11.4 What survives. Clauses 5 (ownership), 6 (open source), 9 (lapsed licences, except where clause 11.2 applies), 12 (warranty, for its remaining term), 13 (liability), 14 (compliance) and 17 (governing law) survive.

12. Warranty

We warrant that, for [PROPOSED — confirm: 90 days] after delivery, the Software will perform substantially as described in the documentation current at the date of delivery. For this purpose, documentation includes the specific, factual statements we publish about how the Software behaves.If it does not, tell us and we will use reasonable efforts to correct it, or if we cannot correct it within a reasonable time, refund the fees you paid for the affected subscription period. That is your exclusive remedy for breach of this warranty.The warranty does not apply where a problem is caused by modification, by use contrary to the documentation, by an unsupported version, or by third-party software or infrastructure.Beyond that warranty, and to the extent the law allows, the Software is provided as it is, without any other warranty express or implied, including fitness for a particular purpose. We do not warrant that the Software will be uninterrupted or error-free. If you are a consumer, your statutory rights under the Consumer Rights Act 2015 in respect of digital content are not affected.Data migrated from another system. Our import tooling reads from WHMCS, HostBill and other third-party databases. We warrant that the tooling works as documented; we do not warrant the accuracy or completeness of data we did not create. Run the import in dry-run mode and reconcile the numbers before you cut over.

13. Liability

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.Subject to that, and where you are a business customer:Neither party is liable for loss of profit, revenue, anticipated savings, business, opportunity or goodwill, or for any indirect or consequential loss.Our total liability arising out of or in connection with this Agreement in any 12-month period is limited to the fees you paid us for the affected product in the 12 months before the event giving rise to the claim, or [PROPOSED — confirm: £1,000] if that is greater. This is the same limit as the Terms of Service and the two should always match.We are not liable for loss or corruption of data held in your installation. We have no access to it and no ability to back it up. Your backups are yours, and a self-hosted product means a self-hosted backup.One point deserves stating plainly. Zephyr is a billing platform: it calculates prices and taxes, issues invoices and takes payments. We are not your accountant and we are not your tax adviser. Configuring tax rates, verifying that invoices meet the requirements of your jurisdiction, and filing your returns are yours. We are not liable for tax assessed, penalties imposed, or amounts under-collected as a result of your configuration or your reliance on a calculation without checking it.

14. Compliance, sanctions and export

You must not use the Software, or allow it to be used, in breach of UK, EU or US sanctions or export control law, and you must not make it available to a person or entity subject to those measures. The Software contains cryptographic functionality; you are responsible for compliance with the import, use and export rules of the countries you operate in.

15. Verifying your licence count

Where we reasonably believe the Software is being used beyond the quantity licensed, we may ask you to confirm in writing how many installs, nodes or devices you are running and on what hosts. You must answer within 14 days.We will not require access to your systems, we will not ask for your data, and we will not send anyone to your premises. If the answer shows more use than your subscription covers, you buy the additional quantity, backdated to when the excess began. An honest under-count that you correct when asked is a billing adjustment, not a breach.

16. Changes to this Agreement

We may change this Agreement. Where a change materially affects your rights, we will give at least 30 days' notice by email, and you may terminate the licence before it takes effect and receive a pro-rata refund of prepaid fees. A change will never remove the right in clause 9 to keep running a version you have already received.

17. Governing law

This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a consumer resident elsewhere in the United Kingdom, you keep the benefit of any mandatory protections of the law where you live.