MailStore Software definition
Examples of MailStore Software in a sentence
The aforementioned term material defect shall mean any defect that (i) severely restricts core functionalities of the MailStore Software without any reasonable available workaround and (ii) is claimed by at least five (5) customers of the Company; any other defect shall be considered as non-material.
Except for the MailStore Software, the Intellectual Property, the MailStore website, the MailStore documentation, MailStore’s e-commerce system “mailstorebp” (which includes customer-facing web portals and in-house client and server software) and office equipment there are no other material assets that the Company requires to operate and continue to operate the Company’s business operations as it is conducted on the Signing Date and as it has been conducted for the last 12 months.
Carbonite Cloud Backup (Canada) Inc., Carbonite GmbH and MailStore Software GmbH are wholly owned subsidiaries of Carbonite Operations B.V. Carbonite (UK) Limited is a wholly owned subsidiary of Carbonite (France) S.A.S. Mozy Holding Ltd.
For a consecutive period of twenty-four (24) months prior to the Signing Date no claims have been made against the Company or have been asserted by customers that the MailStore Software suffers from any material defects.
Moreover, the Parties agree that the Sellers are not obliged to conduct a due diligence in order to exclude any potential positive knowledge they may have with respect to any earlier versions of the MailStore Software in connection with guarantee statements contained in this entire Section 8.13.
To the Sellers’ Knowledge, all Intellectual Property related to the MailStore Software and the Registered IP Rights owned by the Company will be fully transferable, alienable and licensable by the Company without restriction and without payment of any kind to any third party it being understood that in case further software development is required additional licenses for Third Party Components and the OSS Components may be acquired by the Company going forward.
Also, certain Third Party Components or OSS Components included in the MailStore Software may contain restrictions or payment obligations.
Except for the licensing in the course of distributing the Company products to the Company’s customers (the “Customer Licensing”), the Company has not granted any licenses to any Intellectual Property related to the MailStore Software to any third party.
For the avoidance of doubt: Schedule 8.13.2 only lists Third Party components included in the MailStore Software versions 8.0 or later, however earlier versions of the MailStore Software contain additional Third Party components (together the “Third Party Components”).
With the exception of the Third Party Components and the OSS Components the Sellers have taken reasonable steps to ensure that the know how which relates to the Company’s business operations and source codes of the MailStore Software (not Open Source Software) which are owned by the Company or to which the Company has exclusive or non-exclusive rights of use (i) have been treated as a business secret and (ii) have been protected from disclosure to third parties.