Umowa Licencyjna Użytkownika Końcowego

1.1 Definitions

“Affiliate”

means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting rights or the ability to exercise decisive influence over the management or policies of such entity.

“Agreement”

means this End User License Agreement, including any schedules, appendices, or documents expressly incorporated by reference.

“Business Day”

means any day other than a Saturday, Sunday or public holiday in the Republic of Poland on which banks are open for business.

“Customer”, “You” or “User”

means any natural person or legal entity that downloads, installs, accesses or uses the Software under this EULA.

“Documentation”

means any official technical documentation, manuals, release notes or usage guidelines made available by NetSendo via its website, GitHub repositories or the Software itself.

“GOLD Licence”

means the paid, subscription-based licence tier that provides access to extended or additional features of the Software, subject to payment of applicable fees and the terms of this EULA.

“Intellectual Property Rights”

means all intellectual and industrial property rights, whether registered or unregistered, including but not limited to copyrights, database rights, trademarks, service marks, trade names, domain names, patents, utility models, rights to inventions, know-how, trade secrets, and any applications, renewals or extensions thereof, anywhere in the world.

“NetSendo”

means NetSendo PSA, a Polish joint-stock company (prosta spółka akcyjna) incorporated under the laws of the Republic of Poland, together with its Affiliates.

“Open-Source Software”

means any software component included in or used by the Software that is licensed under an open-source licence approved by the Open Source Initiative or a comparable open-source definition.

“Release” or “New Release”

means any update, patch, upgrade, modification or new version of the Software made available by NetSendo, including those published via official GitHub repositories or release channels.

“Repository”

means the official NetSendo source code repositories hosted on GitHub at: https://github.com/NetSendo/NetSendo and any successor or related repositories.

“SILVER Licence”

means the free-of-charge licence tier that allows use of the Software with limited functionality, subject to the restrictions and conditions set out in this EULA.

“Software”

means the NetSendo software, including all executable code, source code (to the extent made available), components, modules, and any New Releases, whether provided via download, container images, repositories or other distribution methods.

“Subscription”

means the recurring paid access to the GOLD Licence features for a defined billing period, without long-term commitment, unless expressly stated otherwise.

“Third-Party Software”

means any software, libraries or services developed by third parties and integrated with or used by the Software, including Open-Source Software.

1.2 Interpretation

Unless the context otherwise requires:

• a) words in the singular include the plural and vice versa;
• b) references to any law, statute or regulation include such law, statute or regulation as amended, replaced or re-enacted from time to time;
• c) references to a “person” include natural persons, legal entities and organizational units with or without legal personality;
• d) headings are for convenience only and shall not affect the interpretation of this EULA;
• e) the terms “including”, “include”, “in particular” or similar expressions shall be construed as illustrative and shall not limit the scope of the preceding words.

1.3 Affiliates and Related Entities

Any rights or obligations of NetSendo under this EULA may be exercised or performed by its Affiliates, provided that NetSendo remains responsible for compliance with this EULA.

1.4 Open-Source Priority

Where the Software includes Open-Source Software, the applicable open-source licence terms shall apply to such components and shall prevail over this EULA in the event of any conflict, but only with respect to those specific Open-Source Software components.

2.1 Subject Matter

This EULA governs the terms and conditions under which NetSendo grants the Customer a licence to download, install, access and use the Software, whether obtained through the official Repository, Releases, container images, or other distribution channels authorized by NetSendo.

This EULA applies to all use of the Software, regardless of whether such use is made under the SILVER Licence or the GOLD Licence.

2.2 Licence-Only Relationship

This EULA constitutes a licence agreement only. Nothing in this EULA shall be construed as:

• a) a sale of the Software or any part thereof;
• b) a transfer or assignment of Intellectual Property Rights;
• c) a partnership, joint venture, agency, or employment relationship between the parties;
• d) an obligation on NetSendo to provide hosting, operation, monitoring, backups, or data storage services.

The Software is provided as self-hosted software, and the Customer is solely responsible for its deployment, configuration, operation and security.

2.3 Relationship with Other Documents

This EULA shall apply in conjunction with, and independently from:

• a) any pricing or subscription information published by NetSendo;
• b) any documentation, release notes or usage guidelines;
• c) any separate terms governing NetSendo websites or online services.

In the event of a conflict between this EULA and any other document, this EULA shall prevail unless expressly stated otherwise in writing by NetSendo.

2.4 No Implied Rights

No rights or licences are granted to the Customer under this EULA except as expressly set out herein.

Any use of the Software outside the scope of this EULA requires prior written consent from NetSendo and may be subject to additional fees or separate contractual terms.

2.5 Licence Tier Neutrality

Unless explicitly stated otherwise, all provisions of this EULA apply equally to the SILVER Licence and the GOLD Licence.

Any differences between licence tiers relate solely to functionality, technical limits or access to features and shall not modify the legal nature of the licence granted under this EULA.

2.6 Changes to Scope

NetSendo reserves the right to modify the scope of the Software, including its features, modules or distribution methods, provided that such modifications do not fundamentally deprive the Customer of the core functionality available at the time of licence grant for the applicable licence tier.

3.1 Software Overview

The Software is a self-hosted email and SMS communication platform developed and distributed by NetSendo. It is designed to be deployed and operated by the Customer on infrastructure fully controlled by the Customer, including on-premises servers, virtual machines, cloud environments or container-based platforms.

NetSendo does not provide the Software as a hosted service unless explicitly agreed otherwise in writing.

3.2 Distribution Channels

The Software may be distributed through one or more of the following official channels:

• a) source code repositories hosted on GitHub, including the official Repository;
• b) official Release packages published by NetSendo;
• c) container images or installation artifacts provided or referenced by NetSendo;
• d) other distribution methods expressly authorized by NetSendo.

Any distribution of the Software obtained from sources other than official NetSendo channels is undertaken at the Customer’s own risk.

3.3 Open-Core Model

The Software follows an open-core distribution model, consisting of:

• a) components made available under Open-Source Software licences; and
• b) proprietary components, features or extensions made available exclusively under this EULA, including functionality accessible under the GOLD Licence.

Nothing in this EULA shall be interpreted as extending proprietary rights or licence grants beyond those expressly stated herein.

3.4 Separation of Open-Source and Proprietary Components

Open-Source Software included in or used by the Software remains subject to its respective open-source licence terms.

Proprietary components of the Software, including but not limited to premium features, integrations, access controls, branding elements and licensing mechanisms, are licensed solely under this EULA and are not covered by any open-source licence.

3.5 No SaaS or Managed Service Grant

Unless explicitly authorized in writing by NetSendo, the licence granted under this EULA does not permit the Customer to:

• a) offer the Software or any part thereof as a hosted service, software-as-a-service (SaaS), managed service or similar offering to third parties;
• b) provide access to the Software to third parties for their independent use;
• c) operate the Software for the primary purpose of generating revenue from third-party access.

Use of the Software is limited to the Customer’s own internal business operations.

3.6 No White-Label or Rebranding Rights

The Customer shall not remove, obscure or alter any NetSendo branding, trademarks, copyright notices or proprietary identifiers included in the Software, except to the extent expressly permitted by applicable open-source licences.

No white-label, rebranding or private-label rights are granted under this EULA.

3.7 Infrastructure and Operational Responsibility

The Customer is solely responsible for:

• a) selecting, provisioning and maintaining the infrastructure on which the Software is deployed;
• b) system security, backups, redundancy and disaster recovery;
• c) compliance with applicable laws, including data protection and telecommunications regulations;
• d) all costs associated with hosting, operation and usage of the Software.

NetSendo shall have no responsibility for the availability, performance or security of the Customer’s infrastructure.

3.8 Experimental and Community Features

Certain features or components of the Software may be designated as experimental, beta or community-supported.

Such features are provided without warranties of any kind and may be modified, limited or removed at any time without prior notice.

4.1 Grant of Licence

Subject to the Customer’s compliance with this EULA and, where applicable, payment of the applicable Subscription fees, NetSendo hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Software solely in accordance with the terms of this EULA.

No rights are granted other than those expressly set out in this EULA.

4.2 Term of the Licence

The licence granted under this EULA is granted:

• a) for an indefinite term under the SILVER Licence, subject to termination in accordance with this EULA; or
• b) for the duration of an active Subscription under the GOLD Licence.

NetSendo reserves the right to suspend or terminate the licence at any time in accordance with Section 18 of this EULA.

4.3 Scope of Use

The licence granted under this EULA permits the Customer to:

• a) install and run the Software in object code or executable form;
• b) use the Software solely for the Customer’s own internal business operations;
• c) allow access to the Software only to the Customer’s employees or contractors acting on the Customer’s behalf and under the Customer’s control.

Any use beyond the scope expressly permitted under this EULA is strictly prohibited.

4.4 Licence Key and Activation

Certain features of the Software, including features available under the GOLD Licence, may require activation through licence keys, tokens or other technical mechanisms provided by NetSendo.

The Customer shall not attempt to bypass, disable or circumvent any licence enforcement or technical protection mechanisms implemented in the Software.

4.5 No Assignment or Sublicensing

The Customer shall not:

• a) assign, transfer or sublicense the licence granted under this EULA;
• b) share, rent, lease or make the Software available to any third party, except as expressly permitted under this EULA.

Any attempted assignment or transfer in violation of this section shall be null and void.

4.6 Reservation of Rights

All rights not expressly granted to the Customer under this EULA are reserved by NetSendo and its licensors.

The Customer acknowledges that the Software is licensed, not sold.

5.1 General Principle

The Software is made available under a single legal licence framework governed exclusively by this EULA.

The distinction between the SILVER Licence and the GOLD Licence relates solely to the scope of functionality and technical capabilities enabled within the Software, and does not modify, expand or restrict the legal nature, scope or limitations of the licence granted under this EULA.

5.2 SILVER Licence (Free Tier)

Under the SILVER Licence, the Customer is granted access to the Software with a limited set of features made available free of charge.

The SILVER Licence:

• a) is granted without any licence fee;
• b) is subject to all terms, conditions and restrictions set out in this EULA;
• c) does not include any guaranteed support, service levels or maintenance obligations;
• d) may be subject to functional, technical or usage limitations as defined by NetSendo from time to time.

5.3 GOLD Licence (Paid Subscription Tier)

Under the GOLD Licence, the Customer is granted access to additional or extended Software functionality in exchange for payment of a recurring Subscription fee.

The GOLD Licence:

• a) does not grant any additional legal rights beyond those granted under the SILVER Licence;
• b) does not permit any broader scope of use, redistribution, sublicensing or commercial exploitation of the Software;
• c) is governed by the same licence terms, restrictions and limitations as the SILVER Licence;
• d) remains strictly subject to this EULA.

The sole difference between the SILVER Licence and the GOLD Licence is the availability of enhanced or expanded features enabled within the Software during an active Subscription period.

5.4 Subscription Nature

The GOLD Licence is provided on a subscription basis:

• a) without any long-term commitment unless expressly stated otherwise;
• b) for recurring billing periods determined at the time of subscription;
• c) with access to GOLD features conditioned upon timely payment of applicable fees.

Failure to maintain an active Subscription shall result in loss of access to GOLD features, without affecting the validity of the underlying licence to use the Software under the SILVER Licence.

5.5 Downgrade and Expiry

Upon expiration, cancellation or non-renewal of a GOLD Subscription:

• a) access to GOLD features shall be automatically disabled;
• b) the Customer may continue to use the Software under the SILVER Licence;
• c) no data deletion or software uninstallation shall be required unless otherwise specified by NetSendo.

5.6 No Warranty Upgrade

Payment of Subscription fees under the GOLD Licence does not imply:

• a) any warranty beyond those expressly stated in this EULA;
• b) any guarantee of availability, performance or suitability;
• c) any service level agreement, unless separately agreed in writing.

6.1 Internal Business Use Only

The Customer may use the Software solely for the Customer’s own internal business operations.

Use of the Software is limited to supporting the Customer’s internal processes, communications and workflows and does not include providing the Software or access to the Software to third parties for their independent use.

6.2 Authorized Users

The Software may be accessed and used only by:

• a) the Customer;
• b) the Customer’s employees;
• c) contractors or service providers acting on behalf of the Customer, provided that such use occurs under the Customer’s control and responsibility.

The Customer remains fully responsible for all actions performed using the Software.

6.3 Instance and Environment Limitations

Unless expressly authorized otherwise by NetSendo:

• a) the Software may be operated in a limited number of environments controlled by the Customer;
• b) each environment may include production, staging or testing instances, provided they are used solely for the Customer’s internal purposes;
• c) duplication of environments for the purpose of providing access to third parties is not permitted.

6.4 Configuration and Customization

The Customer may configure and customize the Software within the scope of options and interfaces provided by NetSendo, including through configuration files, APIs or documented extension points.

Such configuration and customization shall not:

• a) modify or remove proprietary elements;
• b) bypass licensing or technical restrictions;
• c) result in unauthorized distribution or access.

6.5 Data Processing

The Customer may process data using the Software that the Customer is legally entitled to process.

The Customer is solely responsible for:

• a) the legality of the data processed;
• b) obtaining any required consents or authorizations;
• c) compliance with applicable data protection, telecommunications and marketing laws.

NetSendo does not control, monitor or access Customer data processed within self-hosted deployments.

6.6 Backup and Testing Use

The Customer may use the Software for backup, disaster recovery testing and internal evaluation purposes, provided such use remains within the scope of this EULA and does not increase access by third parties.

6.7 Temporary Suspension for Security

The Customer may temporarily suspend access to the Software for security, maintenance or compliance reasons, provided such suspension does not alter the Software or its licensing mechanisms.

7.1 No SaaS, Hosting or Managed Services

Unless expressly authorized in writing by NetSendo, the Customer shall not:

• a) offer the Software or any part thereof as a hosted service, software-as-a-service (SaaS), platform-as-a-service (PaaS), managed service or similar service to third parties;
• b) allow third parties to access or use the Software for their own independent purposes;
• c) operate the Software primarily for the benefit of third parties.

7.2 No Resale or Commercial Redistribution

The Customer shall not sell, resell, rent, lease, license, sublicense, distribute or otherwise commercially exploit the Software or make it available to any third party, whether for a fee or free of charge.

7.3 No White-Label or Rebranding

The Customer shall not:

• a) remove, alter or obscure any NetSendo branding, trademarks, copyright notices or proprietary identifiers;
• b) present the Software as the Customer’s own product;
• c) offer the Software under a different name or brand.

7.4 No Circumvention of Technical or Licensing Restrictions

The Customer shall not:

• a) bypass, disable or interfere with any licence enforcement, feature gating, usage limitation or security mechanism;
• b) use multiple licence keys, tokens or activation methods to simulate or obtain unauthorized access to paid features;
• c) modify the Software to unlock or imitate GOLD functionality without an active Subscription.

7.5 No Derivative Competing Products

The Customer shall not use the Software, Documentation or any information obtained through its use to develop, market or operate a competing product or service that is substantially similar in functionality, purpose or market positioning.

7.6 No Reverse Engineering Beyond Legal Exceptions

Except to the extent expressly permitted by applicable mandatory law, the Customer shall not:

• a) reverse engineer, decompile or disassemble proprietary components of the Software;
• b) attempt to derive source code, algorithms or internal structures of proprietary components.

Where such actions are legally permitted, the Customer shall limit them strictly to the minimum extent required by law.

7.7 No Abuse or Excessive Use

The Customer shall not use the Software in a manner that:

• a) intentionally degrades performance;
• b) bypasses rate limits or safeguards;
• c) generates excessive load beyond reasonable internal business usage;
• d) interferes with the operation or security of the Software.

7.8 No Unlawful Use

The Customer shall not use the Software for any purpose that is unlawful, fraudulent, deceptive or in violation of applicable laws, including but not limited to data protection, electronic communications, marketing or anti-spam regulations.

7.9 Consequences of Prohibited Use

Any use of the Software in violation of this Section shall constitute a material breach of this EULA and may result in immediate suspension or termination of the licence, without prejudice to any other rights or remedies available to NetSendo.

8.1 Ownership

All Intellectual Property Rights in and to the Software, including but not limited to its source code, object code, architecture, workflows, user interface, branding, trademarks, logos, Documentation and any related materials, are and shall remain the exclusive property of NetSendo and its licensors.

Nothing in this EULA shall be construed as transferring any Intellectual Property Rights to the Customer.

8.2 Licence, Not Sale

The Customer acknowledges and agrees that:

• a) the Software is licensed, not sold;
• b) no ownership rights are transferred to the Customer;
• c) use of the Software is strictly limited to the licence expressly granted under this EULA.

8.3 Trademarks and Branding

All NetSendo trademarks, service marks, logos, product names and branding elements are the exclusive property of NetSendo.

The Customer shall not:

• a) use NetSendo trademarks without prior written consent;
• b) register or attempt to register any confusingly similar trademarks, domain names or identifiers;
• c) take any action that may dilute or harm NetSendo’s brand or reputation.

8.4 Customer Data and Content

This EULA does not grant NetSendo any ownership rights in data, content or materials processed by the Customer using the Software.

The Customer retains full responsibility and ownership of its data, subject to applicable laws and regulations.

8.5 Feedback and Suggestions

If the Customer provides NetSendo with any feedback, suggestions, ideas, improvements or recommendations regarding the Software (“Feedback”), the Customer hereby grants NetSendo a perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use, modify, incorporate and commercialize such Feedback for any purpose, without compensation or attribution.

The Customer warrants that providing such Feedback does not infringe any third-party rights.

8.6 No Implied Rights

Except for the limited licence expressly granted under this EULA, no other rights or licences are granted to the Customer, whether by implication, estoppel or otherwise.

8.7 Open-Source Components

Intellectual Property Rights in Open-Source Software components included in the Software remain governed by their respective open-source licences.

Nothing in this EULA shall limit the Customer’s rights under applicable open-source licences, nor shall it expand such rights beyond what those licences permit.

9.1 Inclusion of Open-Source Software

The Software may include or depend on Open-Source Software components.

A non-exhaustive list of third-party and open-source dependencies may be made available through the Repository, Documentation or relevant configuration files.

9.2 Applicable Open-Source Licences

Each Open-Source Software component included in or used by the Software is licensed under its respective open-source licence.

The Customer agrees to comply with all applicable open-source licence terms when using such components.

9.3 Priority of Open-Source Licences

In the event of any conflict between the terms of this EULA and the terms of an applicable open-source licence, the open-source licence shall prevail, but only with respect to the specific Open-Source Software component to which such conflict relates.

9.4 No Additional Rights to Proprietary Components

Nothing in this Section shall be interpreted as granting the Customer any rights to proprietary components of the Software beyond those expressly granted under this EULA.

Open-source licences do not apply to proprietary features, extensions, branding, licence mechanisms or other non-open-source elements of the Software.

9.5 Disclaimer for Open-Source Software

Open-Source Software components are provided “AS IS” and without warranties of any kind, to the maximum extent permitted by applicable law.

To the extent permitted by law, NetSendo disclaims all liability arising from the use, modification or distribution of Open-Source Software components.

9.6 Customer Responsibility

The Customer is solely responsible for:

• a) reviewing and understanding the applicable open-source licences;
• b) ensuring compliance with all licence obligations;
• c) any modifications or redistributions of Open-Source Software components made by the Customer.

10.1 Updates and New Releases

NetSendo may, from time to time, make available updates, patches, bug fixes, enhancements or new versions of the Software (“Updates” or “New Releases”).

Updates and New Releases may be provided through the Repository, official Releases, container images or other distribution channels determined by NetSendo.

10.2 No Obligation to Maintain Specific Features

NetSendo does not guarantee that any specific feature, functionality or integration will remain available, unchanged or supported indefinitely.

The Customer acknowledges that the Software is subject to continuous development and evolution.

10.3 Security and Mandatory Updates

Certain Updates or New Releases may be designated as mandatory for security, stability or compliance reasons.

Failure to implement such Updates in a timely manner may result in:

• a) degraded functionality;
• b) increased security risks;
• c) loss of access to certain features;
• d) exclusion of liability on the part of NetSendo for resulting issues.

10.4 Backward Compatibility

NetSendo shall use commercially reasonable efforts to avoid material regressions, but does not warrant full backward compatibility with prior versions, configurations or third-party integrations.

The Customer is responsible for testing Updates and New Releases in non-production environments prior to deployment.

10.5 Update Scope and Licensing

All Updates and New Releases are deemed part of the Software and are subject to this EULA, unless expressly stated otherwise by NetSendo in writing.

Updates or New Releases do not grant any additional rights beyond those granted under this EULA.

10.6 Modification by Customer

The Customer may modify Open-Source Software components in accordance with their respective licences.

The Customer shall not modify proprietary components of the Software except to the extent expressly permitted by applicable mandatory law.

Any modifications made by the Customer are undertaken at the Customer’s own risk.

10.7 Experimental and Deprecated Features

NetSendo may designate certain features as experimental, beta or deprecated.

Such features may be changed, limited or removed at any time and are provided without warranties or guarantees of any kind.

11.1 Subscription Fees

Access to features available under the GOLD Licence is subject to payment of a recurring subscription fee (“Subscription Fee”) as published or otherwise communicated by NetSendo.

Subscription Fees are charged in advance for the applicable billing period.

11.2 No Licence Fee

The Customer acknowledges that:

• a) no fee is charged for the licence itself;
• b) Subscription Fees relate exclusively to access to additional or extended functionality enabled under the GOLD Licence;
• c) termination or expiration of a Subscription does not revoke the underlying licence to use the Software under the SILVER Licence.

11.3 Billing Cycle

Subscription Fees are billed on a recurring basis (e.g. monthly or annually), as selected by the Customer at the time of subscription.

Each billing period renews automatically unless cancelled prior to the end of the current billing period.

11.4 Payment Method

The Customer shall provide valid and up-to-date payment information and authorizes NetSendo or its payment processor to charge the applicable Subscription Fees.

NetSendo is not responsible for errors or interruptions caused by third-party payment providers.

11.5 Taxes

All Subscription Fees are exclusive of any applicable taxes, duties or charges, including value added tax (VAT), sales tax or similar governmental charges, unless expressly stated otherwise.

The Customer is responsible for payment of all applicable taxes.

11.6 Price Changes

NetSendo reserves the right to change Subscription Fees at any time.

Any price changes shall apply only to subsequent billing periods and shall not affect the current active billing period.

Continued use of GOLD features after a price change constitutes acceptance of the updated pricing.

11.7 No Refunds

Except where required by mandatory applicable law, Subscription Fees are non-refundable, including in cases of:

• a) unused Subscription periods;
• b) partial use of GOLD features;
• c) suspension or termination due to breach of this EULA.

11.8 Suspension for Non-Payment

Failure to pay applicable Subscription Fees may result in:

• a) suspension of access to GOLD features;
• b) automatic downgrade to the SILVER Licence;
• c) termination of the Subscription without affecting the underlying licence to use the Software under the SILVER Licence.

11.9 Third-Party Fees

The Customer is solely responsible for all costs related to infrastructure, hosting, messaging providers, email services, SMS gateways or other third-party services used in connection with the Software.

NetSendo does not include any third-party usage fees in the Subscription Fee unless expressly stated otherwise.

12.1 No General Support Obligation

NetSendo is not obligated to provide support, maintenance, monitoring or operational assistance for the Software, except as expressly stated in this EULA or agreed separately in writing.

The Software is provided primarily as self-hosted software, and the Customer is responsible for its operation and maintenance.

12.2 SILVER Licence – No Support

Under the SILVER Licence:

• a) no technical support, consulting or troubleshooting services are provided;
• b) NetSendo has no obligation to respond to support requests, bug reports or inquiries;
• c) the Customer relies solely on publicly available documentation, community resources and the Software “AS IS”.

12.3 GOLD Licence – Limited Support

Under the GOLD Licence, NetSendo may provide limited support services, which may include:

• a) access to designated support channels;
• b) reasonable efforts to address reported issues related to GOLD features;
• c) guidance limited to the Software itself.

Such support:

• d) does not include infrastructure management, third-party integrations, custom development or system administration;
• e) is provided on a best-effort basis only;
• f) does not constitute a service level agreement (SLA).

12.4 No Guaranteed Response or Resolution Times

Unless expressly agreed otherwise in writing, NetSendo does not guarantee:

• a) response times;
• b) resolution times;
• c) availability of support personnel;
• d) prioritization of issues.

12.5 Exclusions

NetSendo is not responsible for, and shall have no obligation to support, issues arising from:

• a) Customer infrastructure or configuration;
• b) third-party services, providers or integrations;
• c) modifications made by the Customer;
• d) use of outdated or unsupported versions of the Software;
• e) failure to apply mandatory Updates or security patches.

12.6 Community and Documentation

NetSendo may make documentation, examples, tutorials or community channels available for informational purposes only.

Such materials are provided without warranties and do not create any support obligations.

12.7 Separate Support Agreements

Any enhanced support, maintenance, consulting or SLA-based services require a separate written agreement executed by NetSendo and the Customer.

In the absence of such agreement, this Section 12 shall apply exclusively.

13.1 Customer Data Responsibility

The Customer is solely responsible for all data, content, messages, communications and materials processed, stored, transmitted or generated using the Software (“Customer Data”).

NetSendo does not determine the purposes or means of processing Customer Data and does not act as a data controller or data processor with respect to Customer Data in self-hosted deployments.

13.2 Compliance with Laws

The Customer is solely responsible for ensuring that its use of the Software complies with all applicable laws and regulations, including but not limited to:

• a) data protection and privacy laws (including GDPR or equivalent);
• b) electronic communications and telecommunications laws;
• c) marketing, anti-spam and consumer protection laws;
• d) record retention and audit requirements.

NetSendo does not provide legal advice or compliance guarantees.

13.3 Personal Data and Consents

Where the Customer processes personal data using the Software, the Customer is responsible for:

• a) having a valid legal basis for processing;
• b) obtaining all required consents and authorizations;
• c) providing required notices to data subjects;
• d) handling data subject rights requests.

NetSendo shall have no liability for any failure by the Customer to comply with applicable data protection obligations.

13.4 Security of Deployment

The Customer is solely responsible for:

• a) securing the infrastructure on which the Software is deployed;
• b) access controls, authentication and authorization mechanisms;
• c) encryption, backups and disaster recovery;
• d) monitoring and incident response.

NetSendo does not monitor or manage the Customer’s deployment environment.

13.5 No Access to Customer Data

NetSendo does not have access to Customer Data processed within self-hosted deployments of the Software, except where expressly authorized by the Customer for limited support purposes.

Any such access shall be at the Customer’s request and responsibility.

13.6 Data Loss Disclaimer

To the maximum extent permitted by law, NetSendo shall not be liable for any loss, corruption or unauthorized access to Customer Data, regardless of cause.

The Customer is solely responsible for maintaining appropriate backups and data protection measures.

13.7 Third-Party Services

The Customer may integrate the Software with third-party services, including email providers, SMS gateways or cloud infrastructure.

The Customer is solely responsible for:

• a) compliance with third-party terms;
• b) data transfers to such third parties;
• c) security and reliability of such services.

NetSendo shall have no responsibility for third-party services.

14.1 No Availability Guarantee

The Software is provided on an “AS IS” and “AS AVAILABLE” basis.

NetSendo does not guarantee that the Software will be continuously available, uninterrupted, error-free or accessible at all times.

14.2 No Service Level Agreement

This EULA does not include any service level agreement (SLA), uptime commitment, performance guarantee or response-time obligation.

Any SLA or availability commitment requires a separate written agreement expressly executed by NetSendo.

14.3 Self-Hosted Nature

The Customer acknowledges that the Software is self-hosted and that availability, uptime and performance depend entirely on:

• a) the Customer’s infrastructure;
• b) configuration and deployment choices;
• c) third-party services and providers;
• d) network connectivity and security measures.

NetSendo has no control over, and no responsibility for, these factors.

14.4 Maintenance and Downtime

The Software may be unavailable from time to time due to:

• a) Updates or New Releases;
• b) maintenance activities;
• c) security-related changes;
• d) changes in dependencies or integrations.

Such unavailability does not constitute a breach of this EULA.

14.5 Experimental and Deprecated Features

Certain features may be designated as experimental, beta or deprecated.

Such features may be unstable, incomplete or removed at any time and are provided without any guarantees regarding availability, performance or continued support.

14.6 No Compensation for Downtime

To the maximum extent permitted by law, NetSendo shall not be liable for any damages, losses or costs arising from:

• a) downtime or unavailability of the Software;
• b) interruption of business operations;
• c) loss of profits, revenue or data resulting from unavailability.

15.1 No Express Warranties

To the maximum extent permitted by applicable law, the Software is provided “AS IS” and “AS AVAILABLE”, without any express warranties of any kind.

NetSendo expressly disclaims all warranties not explicitly stated in this EULA.

15.2 Disclaimer of Implied Warranties

To the maximum extent permitted by law, NetSendo disclaims all implied warranties, including but not limited to:

• a) implied warranties of merchantability;
• b) fitness for a particular purpose;
• c) non-infringement;
• d) accuracy, reliability or completeness of results;
• e) uninterrupted or error-free operation.

15.3 No Guarantee of Results

NetSendo does not warrant or guarantee that:

• a) the Software will meet the Customer’s requirements or expectations;
• b) the Software will achieve any specific business, financial or operational results;
• c) use of the Software will be compliant with any specific legal or regulatory framework.

The Customer assumes all risks arising from the use of the Software.

15.4 Compatibility and Integrations

NetSendo does not warrant compatibility of the Software with:

• a) specific hardware, operating systems or environments;
• b) third-party services, providers or integrations;
• c) future versions of dependencies or external systems.

Any integrations are used at the Customer’s own risk.

15.5 Security Disclaimer

While NetSendo may implement reasonable security practices during development, NetSendo does not warrant that the Software is free from vulnerabilities, defects or security risks.

The Customer is responsible for securing its deployment and environment.

15.6 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties.

In such cases, the exclusions and disclaimers in this Section shall apply to the maximum extent permitted by applicable law.

16.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, NetSendo shall not be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to:

• a) loss of profits, revenue or business opportunities;
• b) loss of data or data corruption;
• c) business interruption or downtime;
• d) loss of goodwill or reputation;
• e) costs of substitute software, services or infrastructure.

This exclusion applies regardless of the legal theory under which such damages are claimed.

16.2 Liability Cap

To the maximum extent permitted by applicable law, NetSendo’s total aggregate liability arising out of or in connection with this EULA or the use of the Software shall not exceed:

• a) in the case of the SILVER Licence – EUR 0 (zero);
• b) in the case of the GOLD Licence – the total Subscription Fees actually paid by the Customer to NetSendo during the three (3) months preceding the event giving rise to the claim.

16.3 Basis of the Bargain

The Customer acknowledges that:

• a) the limitations of liability set out in this EULA reflect a reasonable allocation of risk;
• b) the Software is provided without a licence fee under the SILVER Licence;
• c) Subscription Fees under the GOLD Licence relate solely to feature availability and not to warranties, guarantees or liability assumptions.

The Customer agrees that NetSendo would not provide the Software without these limitations.

16.4 Applicability Regardless of Notice

The limitations and exclusions in this Section apply even if NetSendo has been advised of the possibility of such damages or losses.

16.5 Mandatory Law Exception

Nothing in this EULA shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by mandatory applicable law.

In such cases, NetSendo’s liability shall be limited to the minimum extent permitted by law.

16.6 Third-Party Claims

NetSendo shall not be liable for any claims, damages or losses arising from:

• a) the Customer’s use of third-party services or integrations;
• b) actions or omissions of the Customer or its users;
• c) violations of law by the Customer;
• d) misuse of the Software contrary to this EULA.

17.1 Customer Indemnification Obligation

The Customer shall indemnify, defend and hold harmless NetSendo, its Affiliates, officers, directors, employees and contractors from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to:

• a) the Customer’s use of the Software;
• b) any Customer Data processed, stored or transmitted using the Software;
• c) any communications, messages or campaigns sent using the Software;
• d) the Customer’s breach of this EULA;
• e) the Customer’s violation of applicable laws or regulations.

17.2 Regulatory and Third-Party Claims

The indemnification obligation includes, without limitation, claims arising from:

• a) violations of data protection or privacy laws;
• b) violations of electronic communications, marketing or anti-spam laws;
• c) consumer protection claims;
• d) intellectual property infringement resulting from Customer Data or content;
• e) misuse of third-party services or integrations.

17.3 Cooperation

The Customer shall:

• a) promptly notify NetSendo of any claim subject to indemnification;
• b) provide reasonable cooperation in the defense or settlement of such claim;
• c) not settle any claim in a manner that imposes liability or obligations on NetSendo without NetSendo’s prior written consent.

17.4 Control of Defense

NetSendo reserves the right, at its option, to assume control of the defense and settlement of any claim subject to indemnification, without limiting the Customer’s indemnification obligations.

17.5 Survival

The indemnification obligations under this Section shall survive termination or expiration of this EULA.

18.1 Term

This EULA enters into force upon the Customer’s first download, installation, access or use of the Software and remains in effect until terminated in accordance with this Section.

18.2 Term of the Licence

• a) Under the SILVER Licence, the licence is granted for an indefinite term, subject to termination in accordance with this EULA.
• b) Under the GOLD Licence, access to GOLD features is granted for the duration of an active Subscription, without affecting the underlying licence granted under the SILVER Licence.

18.3 Termination by the Customer

The Customer may terminate this EULA at any time by:

• a) ceasing all use of the Software; and
• b) deleting all copies of proprietary components of the Software in the Customer’s possession or control.

Termination of a GOLD Subscription does not automatically terminate this EULA.

18.4 Termination by NetSendo

NetSendo may terminate this EULA, in whole or in part, with immediate effect upon written notice if the Customer:

• a) materially breaches this EULA;
• b) engages in any Prohibited Use under Section 7;
• c) attempts to circumvent licensing, technical or security measures;
• d) fails to pay applicable Subscription Fees after notice;
• e) uses the Software in violation of applicable law.

18.5 Suspension

NetSendo may suspend access to the Software or to GOLD features, without terminating this EULA, where reasonably necessary to:

• a) prevent or investigate misuse;
• b) protect NetSendo’s rights or security;
• c) comply with legal obligations.

18.6 Effect of Termination

Upon termination of this EULA:

• a) all licences granted under this EULA shall immediately cease;
• b) the Customer shall cease all use of the Software;
• c) Sections intended by their nature to survive termination shall remain in effect.

Termination or expiration of a GOLD Subscription shall result solely in loss of access to GOLD features and shall not affect the Customer’s ability to use the Software under the SILVER Licence, unless this EULA is otherwise terminated.

18.7 No Liability for Termination

To the maximum extent permitted by law, NetSendo shall not be liable for any damages, losses or costs arising from termination or suspension of this EULA or a GOLD Subscription in accordance with its terms.

18.8 Survival

The following Sections shall survive termination or expiration of this EULA:

Sections 7, 8, 9, 13, 15, 16, 17, 18, and any other provisions which by their nature should survive.

19.1 Compliance Obligation

The Customer shall use the Software strictly in accordance with this EULA and shall ensure ongoing compliance with all licence terms, restrictions and limitations.

19.2 Right to Verify Compliance

To the extent reasonably necessary to verify compliance with this EULA, NetSendo may request information from the Customer regarding:

• a) the scope and manner of use of the Software;
• b) enabled features and licence tier usage;
• c) number and type of environments in which the Software is deployed.

Such verification shall be conducted in a manner that is reasonable, proportionate and does not require access to Customer Data or confidential business information beyond what is strictly necessary.

19.3 No Intrusive Access

NetSendo shall not require direct access to the Customer’s infrastructure, systems or data for audit purposes, unless expressly agreed by the Customer or required by law.

Any verification shall, where possible, be performed through self-certification, documentation or technical indicators.

19.4 Excess or Unauthorized Use

If verification reveals that the Customer has used the Software in excess of or outside the scope permitted under this EULA, NetSendo may:

• a) require the Customer to immediately cease such unauthorized use;
• b) require payment of applicable Subscription Fees that would have been payable for such use;
• c) suspend or terminate the licence in accordance with this EULA.

19.5 No Waiver

Failure by NetSendo to enforce compliance at any time shall not constitute a waiver of its rights under this EULA.

19.6 Record Keeping

The Customer shall maintain reasonable records sufficient to demonstrate compliance with this EULA, to the extent required by applicable law.

20.1 Force Majeure Events

Neither party shall be liable for any failure or delay in the performance of its obligations under this EULA (other than payment obligations) if such failure or delay results from events beyond its reasonable control (“Force Majeure Event”).

Force Majeure Events include, without limitation:

• a) acts of God, natural disasters, floods, fires, earthquakes or epidemics;
• b) war, terrorism, civil unrest, riots or armed conflict;
• c) acts of government, changes in laws or regulations, court orders or sanctions;
• d) labor disputes, strikes or shortages of personnel;
• e) failures of utilities, telecommunications, internet service providers or cloud infrastructure;
• f) failures or actions of third-party service providers.

20.2 Effect of Force Majeure

During the continuance of a Force Majeure Event:

• a) the affected party’s obligations shall be suspended to the extent impacted by the Force Majeure Event;
• b) the affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event.

20.3 No Termination Right

A Force Majeure Event shall not give rise to any right to terminate this EULA, except where such right is required by mandatory applicable law.

21.1 No Assignment by Customer

The Customer shall not assign, transfer, sublicense, delegate or otherwise dispose of any rights or obligations under this EULA, whether by operation of law, merger, change of control or otherwise, without the prior written consent of NetSendo.

Any attempted assignment or transfer in violation of this Section shall be null and void.

21.2 Assignment by NetSendo

NetSendo may assign or transfer this EULA, in whole or in part, without the Customer’s consent, including in connection with:

• a) a merger, acquisition or sale of assets;
• b) a corporate reorganization or restructuring;
• c) a change of control or ownership;
• d) assignment to an Affiliate.

21.3 Effect of Assignment

Any permitted assignment or transfer shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22.1 Governing Law

This EULA and any disputes, claims or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict of law principles.

22.2 Jurisdiction

Any disputes arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the competent common courts of the Republic of Poland, with jurisdiction determined according to NetSendo’s registered seat, unless mandatory applicable law provides otherwise.

22.3 Exclusion of International Conventions

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this EULA.

23.1 Right to Amend

NetSendo reserves the right to amend, modify or update this EULA from time to time, including to reflect:

• a) changes in the Software or its functionality;
• b) legal, regulatory or compliance requirements;
• c) security, operational or business considerations.

23.2 Notification of Changes

NetSendo may notify the Customer of amendments to this EULA by:

• a) publishing the updated version on its website or in the Repository;
• b) including the updated EULA in the Software or Documentation;
• c) providing notice through release notes or other reasonable means.

23.3 Acceptance of Amendments

Continued use of the Software after the effective date of an amended EULA constitutes the Customer’s acceptance of such amendments.

If the Customer does not agree to the amended EULA, the Customer must discontinue use of the Software.

23.4 No Retroactive Effect

Unless required by mandatory applicable law, amendments to this EULA shall apply prospectively and shall not retroactively affect rights or obligations accrued prior to the effective date of the amendment.

24.1 Severability of Provisions

If any provision of this EULA is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be:

• a) deemed modified to the minimum extent necessary to make it valid and enforceable; or
• b) if such modification is not possible, severed from this EULA.

The remaining provisions of this EULA shall remain in full force and effect.

24.2 No Impact on Remaining Provisions

The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this EULA.

25.1 Entire Agreement

This EULA constitutes the entire agreement between the Customer and NetSendo regarding the use of the Software and supersedes all prior or contemporaneous agreements, understandings or representations, whether written or oral, relating to the Software.

25.2 No Reliance

The Customer acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this EULA.

25.3 Order of Precedence

In the event of any inconsistency between this EULA and any other document relating to the Software, this EULA shall prevail unless expressly stated otherwise in writing by NetSendo.

26.1 Licensor

The Software is licensed by:

NetSendo PSA
(prosta spółka akcyjna)
Registered and operating under the laws of the Republic of Poland

26.2 Notices

Any notices or communications relating to this EULA shall be made in writing and delivered via electronic means, unless mandatory applicable law requires otherwise.