End User License Agreement (EULA)

1. Parties, scope & order of precedence

This End User License Agreement ("EULA") governs the provision and use of the nextxch Server software between iqmeta GmbH, Am Sonnenhang 24, 71111 Waldenbuch, Germany, Local Court of Stuttgart HRB 748338 ("iqmeta", "we"), and the licensee ("Customer").

For paid licenses, trial licenses, payment and term, the Terms and Conditions apply in addition. In case of conflict the following order applies: (1) individually negotiated agreements (for example a quote, framework agreement or SLA agreement), (2) this EULA for all matters of usage rights, (3) the Terms and Conditions, (4) the Acceptable Use Policy (AUP). Deviating terms of the Customer do not apply, even if we do not expressly object to them.

Paid licenses (Enterprise) are granted exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal entities under public law and special funds under public law. If a reseller or partner obtains the license for an end customer, the end customer becomes the licensee; the partner passes on this EULA unchanged.

2. Definitions

• Software: the nextxch Server program in machine-readable form, including webmail, admin interface, CLI, API, installers, container images and the updates provided by iqmeta.
• Documentation: the product description and technical documentation at nextxch.com/docs in the version valid at conclusion of the contract.
• Mailbox: an active user account with its own mailbox, even if it is shared by several persons. Groups, domains, tenants, aliases, plus addresses, masked addresses, distribution lists and cluster nodes are not mailboxes. Deactivated user accounts are not counted.
• License key: the license file digitally signed by iqmeta that defines edition, number of mailboxes and term.
• Term: the usage period stated in the license key and the order.

3. Editions & licensing model

1. Community Edition: free of charge, unlimited in time, up to 10 mailboxes per installation, with the feature set described in the Documentation. There is no entitlement to support, updates or further development.
2. Trial license: free of charge for 30 days with the full Enterprise feature set for evaluation. It ends automatically and does not convert into a paid license.
3. Enterprise: paid, time-limited license per mailbox per year from 25 mailboxes at the tiered prices published on the pricing page at the time of the order. It is granted as an annual license (12 months without renewal) or as an annual subscription (automatic renewal, see Section 8).

The scope of the license is determined by the highest number of mailboxes active at the same time in one installation or cluster.

4. License grant

For the duration of the Term, iqmeta grants the Customer a simple (non-exclusive), non-sublicensable right, transferable only in accordance with Section 18, to install, load, run and use the Software within the licensed scope for its own purposes. The right is not territorially restricted, subject to Section 16 (export control).

Within the licensed scope the Customer may operate the Software on any number of its own or rented servers, virtual machines, containers and cluster nodes, and may set up additional test, staging and disaster recovery systems without productive mailboxes. Affiliated companies within the meaning of Sections 15 et seq. AktG (German Stock Corporation Act) and service providers operating the Software solely on behalf of the Customer may use the Software under the Customer's license; the Customer remains responsible for them.

Operating the Software for third parties as a commercial service (hosting, managed service, multi-tenant operation for other organizations) requires a separate partner agreement under the Reseller & Partner Terms.

All rights not expressly granted remain with iqmeta. No title to data carriers is transferred; the Software is provided by download.

5. Acts permitted by law (Sections 69d, 69e UrhG)

The mandatory rights of the Customer under Sections 69d and 69e of the German Copyright Act (UrhG) remain unaffected and are not restricted by this EULA (Section 69g (2) UrhG). In particular, the Customer is entitled to

• reproduce and modify the Software to the extent necessary for its intended use, including error correction (Section 69d (1) UrhG);
• make the necessary backup copies (Section 69d (2) UrhG);
• observe, study and test the functioning of the Software (Section 69d (3) UrhG);
• decompile the code where this is indispensable to obtain the information necessary to achieve interoperability with independently created programs and this information is not otherwise readily available (Section 69e UrhG). Before decompiling, the Customer may request the required interface information from iqmeta at support@nextxch.com; there is no obligation to do so.

6. Restrictions

Unless permitted under Section 5 or mandatory law, the Customer must not

• circumvent, modify or disable the license check, license key, signature verification or mailbox count, or forge license keys;
• remove or obscure copyright notices, trademarks, serial numbers or license notices;
• rent, lend, sell or otherwise provide the Software or license keys to third parties, except under Section 4 or 18;
• use the Software for purposes that violate applicable law or the AUP, in particular for sending unsolicited bulk email (spam) or distributing malware.

7. License key, activation & over-deployment

After conclusion of the contract and receipt of payment (for invoice purchases, after conclusion of the contract) the Customer receives a license key digitally signed with Ed25519 and carrying an expiry date by email. The Software verifies the license key offline by its signature. In addition it sends one license request (heartbeat) per day to nextxch.com, through which license changes are applied and revocations are communicated; the data transmitted is described in the Privacy Policy. If nextxch.com is unreachable, the server continues to run unchanged. The Customer keeps license keys and renewal codes confidential.

End of Term: Data is never deleted or locked. After the Term ends, a technical grace period of 14 days with unchanged functionality applies. The installation then falls back to the Community Edition: all existing mailboxes up to the last licensed number can continue to log in, send and receive; only the creation of mailboxes is limited to 10. Mailboxes, emails and archive data are fully retained and can be exported. The technical grace period and the continued operation of existing mailboxes are a courtesy to avoid operational disruption and do not create a right of use beyond the Community Edition; the Customer will relicense or reduce the number of mailboxes to the Community allowance within a reasonable period.

Over-deployment: If use exceeds the licensed scope, the Customer must license the additional mailboxes within 30 days. They are charged pro rata for the remaining Term at the applicable tier price.

iqmeta may block or revoke a license key if (a) a due fee is not paid despite a reminder and expiry of a grace period of at least 14 days, (b) a payment is charged back without justification, or (c) the license key has been made available to third parties without authorization. iqmeta decides on revocation case by case; in cases (a) and (b) iqmeta gives the Customer prior notice in text form of at least 14 days so that the Customer can pay or raise objections. The revocation is communicated to the installation via the daily heartbeat and takes effect only for the future. Consequence: the installation falls back to 10 mailboxes; only the 10 oldest user mailboxes and server administrators can still log in, further accounts are rejected at login. Data is not deleted and remains exportable by administrators; after payment or relicensing the full scope is restored without undue delay. If the installation is not connected to nextxch.com, the revocation only takes effect at the end of the Term plus 14 days; the payment obligation remains unaffected.

8. Fees, term & termination

1. Fees are as stated in the order or on the pricing page at the time of the order, plus statutory VAT. Invoices are payable within 14 days without deduction unless prepayment has been agreed. Details are set out in the Terms and Conditions.
2. Annual license: term of 12 months from issue of the license key; it ends without notice.
3. Annual subscription: term of 12 months from issue; it renews for further 12 months unless cancelled with 30 days' notice to the end of the respective term in text form (email to support@nextxch.com) or in the customer portal. iqmeta sends a reminder by email in good time before each renewal.
4. If a renewal invoice is not paid within 30 days of its due date, no new license key is issued; the claim for payment remains unaffected.
5. The right of either party to terminate for good cause remains unaffected. Good cause for iqmeta exists in particular in the event of a serious violation of Section 6 or 16, or a violation continued despite a warning.
6. Refunds are governed by the Refund & Cancellation Policy.

9. Updates & further development

During the Term of an Enterprise license, iqmeta provides updates (bug fixes and security updates) and new versions released as part of general product development. There is no entitlement to specific new features. Updates also serve to maintain the contractual condition of the Software; installing them is the Customer's responsibility.

iqmeta may further develop the Software and change features insofar as the contractually agreed functionality is not materially impaired and the change is reasonable for the Customer. Security updates are provided at least for the current major version. Deprecation of platforms or interfaces is announced with reasonable notice in the release notes.

10. Open source components

The Software contains third-party components licensed under open source licenses (including MIT, Apache-2.0, PostgreSQL, OFL-1.1). They are listed with license texts in the file THIRD-PARTY-NOTICES.md in the installation directory and under Third-Party Licenses. For these components the terms of the respective open source license take precedence over this EULA; this EULA does not restrict any rights the Customer has under those licenses.

11. Trademarks

"nextxch", "nextxch Server", "iqmeta" and the associated logos are signs of iqmeta GmbH. This EULA grants no rights to trademarks, company names or domains. The Customer may truthfully state that it uses nextxch Server; any other use, in particular in product names, domains or advertising, requires our prior consent in text form.

Microsoft, Outlook, Exchange, Exchange ActiveSync and Windows are trademarks of Microsoft Corporation; Apple, iOS and macOS are trademarks of Apple Inc.; Android is a trademark of Google LLC; Linux is a trademark of Linus Torvalds; Docker is a trademark of Docker, Inc. Other trademarks mentioned belong to their respective owners. These names are used solely descriptively to identify compatibility and protocols. nextxch Server is not affiliated with, sponsored or endorsed by these owners.

12. Customer obligations

• Meet the system requirements stated in the Documentation and install security updates provided in a timely manner;
• perform regular, risk-appropriate backups (at least daily) and secure its own systems according to the state of the art;
• operate the mail server lawfully, including data protection, retention obligations and telecommunications law. The Customer is the controller within the meaning of the GDPR for the content and personal data processed with the Software;
• cooperate in error analysis, in particular by providing reproducible error descriptions, logs and, where necessary, remote access.

13. Support & service levels

Service hours are Monday to Friday, 9:00 to 17:00 (CET/CEST), excluding public holidays in Baden-Württemberg and 24 and 31 December. Response time is the time until the first qualified response within service hours, not until the error is resolved.

Availability: The Customer operates the Software in its own infrastructure. iqmeta therefore does not owe any availability of mail operations. No availability is committed for services operated by iqmeta (website, downloads, customer portal); planned maintenance is performed outside service hours where possible.

Service credits: Where an SLA agreement provides credits for missed response times, they are offset against any damages claims arising from the same breach. Further statutory rights of the Customer remain unaffected.

14. Warranty

1. Enterprise: iqmeta warrants that during the Term the Software has the characteristics described in the Documentation and that no third-party rights prevent its contractual use. Insignificant deviations do not constitute a defect. Statements in the Documentation describe characteristics and are not guarantees; a guarantee must be expressly designated as such in text form.
2. The Customer reports defects without undue delay in text form with a reproducible description. iqmeta remedies defects at its discretion by correction, update or workaround, provided the workaround does not unreasonably impair use.
3. If the remedy fails within a reasonable period, the Customer may reduce the fee appropriately or terminate the affected contract for good cause. Damages and reimbursement of wasted expenses are governed by Section 15.
4. Strict liability for defects already existing at conclusion of the contract (Section 536a (1) first alternative BGB) is excluded.
5. Malfunctions caused by non-compliance with system requirements, updates not installed, interventions in the code by the Customer or third parties, or third-party hardware and software are not defects, unless the Customer proves that this was not the cause of the defect.
6. Community Edition and trial licenses are provided free of charge. iqmeta is liable for material and legal defects only if it fraudulently concealed a defect (Sections 524, 600 BGB applied accordingly); Section 15 remains unaffected.
7. If the Customer is exceptionally a consumer (for example in private use of the Community Edition), mandatory statutory provisions apply, in particular Sections 327 et seq. BGB on digital products where applicable; they take precedence over this Section.

15. Liability

1. iqmeta is liable without limitation (a) for intent and gross negligence, (b) for injury to life, body or health, (c) under the Product Liability Act, (d) for fraudulent concealment of a defect and (e) to the extent of an expressly assumed guarantee.
2. In case of slight negligence, iqmeta is liable only for breach of an essential contractual obligation (cardinal obligation), meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely. In this case liability is limited to the foreseeable damage typical for the contract at the time of conclusion.
3. For loss of data, iqmeta is liable within paragraphs 1 and 2 only for the effort that would have been required for recovery had the Customer performed proper, risk-appropriate backups.
4. For the Community Edition and trial licenses, iqmeta is liable only for intent and gross negligence (Sections 521, 599 BGB applied accordingly) and in the cases of paragraph 1 (b) to (e).
5. Any further liability is excluded. The above provisions also apply in favour of iqmeta's legal representatives, employees and vicarious agents. This does not change the burden of proof to the Customer's detriment.

16. Export control & sanctions

The Software contains cryptographic functions (including TLS, S/MIME, OpenPGP and end-to-end encryption) and may be subject to export control regulations, in particular Regulation (EU) 2021/821 (Dual-Use Regulation). The Customer is responsible for complying with the export, re-export and sanctions regulations applicable to it, in particular EU sanctions regulations (including Regulations (EU) No 833/2014 and 269/2014). The Customer warrants that neither it nor its shareholders or beneficial owners are listed on an EU sanctions list and that it will not use or provide the Software in embargoed countries or for the benefit of listed persons. In case of violation iqmeta may terminate without notice; iqmeta is not obliged to perform services that would violate such regulations.

17. License verification (audit)

On request, at most once per calendar year, the Customer provides iqmeta with a self-assessment of the number of mailboxes used (for example the license report of the admin interface). If there are reasonable indications of under-licensing, iqmeta may, with at least 30 days' notice, verify license use during normal business hours or have it verified by an expert bound to confidentiality. The verification is limited to license data; email content and personal data are not inspected. The Customer's operations are to be disrupted as little as possible.

iqmeta bears the costs of the verification. If it reveals under-licensing of more than 5 percent, the Customer bears the reasonable costs of the verification. Under-licensed mailboxes are licensed in accordance with Section 7; further claims remain unaffected.

18. Transfer

The Customer may transfer the license to a third party only with iqmeta's prior consent in text form; iqmeta will not unreasonably withhold consent, in particular for restructurings within a group of companies or for the transfer of the relevant business. Upon transfer the Customer must cease all use; the acquirer assumes this EULA. Section 354a HGB remains unaffected.

19. Data protection & confidentiality

nextxch Server is self-hosted. iqmeta has no access to emails, contacts, calendars, files or other content processed by the Customer with the Software. If iqmeta gains access to personal data during support at the Customer's request, the Data Processing Agreement (DPA) under Art. 28 GDPR applies. iqmeta processes order data, license data and communication data as controller in accordance with the Privacy Policy.

Both parties treat confidential information of the other party, in particular license keys, non-public documentation and security information, as confidential and use it only to perform this contract. This obligation survives for three years after the end of the contract and does not apply to information that is publicly known, lawfully obtained from third parties or required to be disclosed by law or by a public authority.

20. Third-party rights

If a third party claims against the Customer that the contractual use of the Software infringes its intellectual property rights, the Customer informs iqmeta without undue delay in text form, does not acknowledge any claims and, where legally possible, leaves the defence to iqmeta. iqmeta indemnifies the Customer against justified claims and reasonable costs of legal defence to the extent iqmeta is responsible for the infringement; Section 15 applies accordingly. iqmeta may at its discretion obtain a right of use or modify the Software so that it no longer infringes, without materially impairing the agreed functionality. There are no claims to the extent the infringement results from modifications by the Customer, from combination with products not supplied by iqmeta or from non-contractual use.

21. Effects of termination

When the Term of an Enterprise license ends, the Enterprise usage rights, the entitlement to updates and support end. The installation falls back to the Community Edition (Section 7); further use of the Enterprise feature set is not permitted. The Customer is able at any time to export its data in open standard formats (including IMAP, EML, iCalendar, vCard). Sections 5, 10, 11, 15, 16, 19 and 23 survive the end of the contract.

22. Changes to this EULA

Existing contracts are governed by the version agreed at conclusion or at the last renewal. iqmeta may offer an amended version for the next renewal period of a subscription by notifying the Customer of the changes in text form at least eight weeks before the renewal begins. In this case the Customer may, notwithstanding Section 8, cancel the subscription until the renewal begins; iqmeta points this out separately in the notice. Changes to the main obligations or the pricing structure to the Customer's detriment require its express consent.

23. Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the Customer is a consumer, mandatory provisions of the law of the country of its habitual residence remain unaffected (Art. 6 (2) Rome I Regulation).
2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Stuttgart, Germany. iqmeta may also sue the Customer at its general place of jurisdiction. Exclusive statutory places of jurisdiction remain unaffected.
3. Amendments and supplements require text form (Section 126b BGB). Individual agreements always take precedence (Section 305b BGB).
4. If individual provisions are invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision (Section 306 (2) BGB).
5. This EULA is available in German and English. The German version is authoritative; the English version is for information only.