End User License Agreement (EULA)

Version: August 2026

§ 1 Subject matter, scope

This End User License Agreement ("License Agreement") governs the legal relationship between DRACOON GmbH, Galgenbergstraße 2a, 93053 Regensburg, Germany ("DRACOON") and the customer ("End User") (collectively the "Parties") for the use of the DRACOON Enterprise File Sharing solution and any related maintenance services ("DRACOON Solution") described in the service description in the version referenced in the applicable order (current version available here). If DRACOON provides a free version, the Terms of Use set forth below shall apply analogously, including the limitation of liability set out in § 14.

2. This License Agreement applies to companies within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law, as DRACOON's service offerings are directed exclusively at persons who are not consumers within the meaning of § 13 BGB, i.e. who use services predominantly for their entrepreneurial, commercial or freelance activities.

3. Unless otherwise agreed upon, the license terms and conditions in the version valid at the time of the End User's order or, in any case in the version last communicated to him in text form as a framework agreement shall also apply to similar future contracts without DRACOON having to refer to the validity of this license agreement and conditions again in each individual case.

4. Legally binding declarations and notifications of the End User regarding the contractual relationship (e.g. setting of a deadline, notification of defects, withdrawal, or reduction) have to be made in writing, i.e. in written or text form (e.g. letter or email). Statutory provisions and further requirements for proof, in particular in the event of doubts about the legitimacy of the declarant, shall remain unaffected.

5. Deviating, conflicting, or supplementary terms and conditions of the End User will only become part of this license agreement and conditions if and insofar as DRACOON has explicitly agreed to their validity in a signed writing. The requirement of consent applies in any case, for example also if DRACOON, knowing the End User's terms and conditions, grants rights of use according to this license agreement or provides maintenance services.

§ 2 Changes to the license agreement

1. DRACOON reserves the right to inform the End User about changes to this license agreement in writing two (2) months before they become effective ("Notification of Change"). Unless the End User objects to the changes within four (4) weeks after notification of the changes, the License Agreement between the parties shall apply in the amended version. DRACOON is obliged to inform the End User about this consequence in the notification of change.

2. If the End User objects to the amendment in text form within the period stated in paragraph 1, the amended version shall not take effect in respect of the End User, and this license agreement shall continue unchanged on the version then in force. The right of either party to terminate in accordance with § 13 para. 1 remains unaffected.

3. Notwithstanding paragraphs 1 and 2, an amended version of this license agreement takes effect at the beginning of the End User's next renewal term. Until then, the version in force at the beginning of the current term continues to apply.

§ 3 Offer and contract conclusion

1. The service offers for the DRACOON solution presented by DRACOON on the website or otherwise communicated or published are subject to change and non-binding. This also applies if DRACOON has provided documents to the End User.

2. Upon request by the End User, DRACOON will send it an individual, non-binding offer of services in electronic, written, or text form (e.g. letter or email) regarding the DRACOON Solution. DRACOON will enclose a technical order form to be filled in by the End User ("technical order form").

3. By placing an order for the services offered by DRACOON on an individual and non-binding basis the End User makes a binding offer to DRACOON to conclude a contract on the terms and conditions stated in the offer and encloses the completed technical order form as part of his binding offer ("binding order").

4. Upon confirmation of the binding order by DRACOON, the acceptance is declared and the contract is concluded under the conditions set forth in DRACOON's non-binding offer of services. DRACOON may accept the End User's binding order within two (2) weeks.

§ 4 Provision of the DRACOON solution

1. The time of provision of the DRACOON solution by DRACOON is determined by the delivery time stated in the binding order. The delivery period starts when it is confirmed by DRACOON in writing or in text form after the conclusion of these license terms.

§ 5 Rights of use

1. The End User receives the simple, non-exclusive, non-transferable, and non-sublicensable right to install, load, display, run, copy, and save the DRACOON Solution to the extent granted by this license agreement.

2. The End User is prohibited to:

a) Decompile the program code of the DRACOON Solution into other code forms or reverse engineer the DRACOON Solution in any other way, to change the DRACOON Solution in any other way, or to allow a third party to do so unless a case of § 69e para. 1 UrhG (German Copyright Act) exists.

b) Create works derived from the DRACOON solution.

c) Remove or change copyright notices, serial numbers, and other features serving the program identification. The same applies to a suppression of the screen display of corresponding features.

3. The End User may only reproduce the DRACOON Solution if the respective reproduction is absolutely necessary for the use of the DRACOON Solution within the scope of the rights of use granted under these license terms. This includes, in particular, downloading and installing the DRACOON Solution from a temporary storage device to the mass storage device of the hardware used as well as loading the DRACOON Solution into the main memory.

4. Furthermore, the End User may make copies of the DRACOON Solution for backup purposes in the mandatorily required number and store them for purely archival purposes. On each backup copy, the End User has to affix DRACOON's copyright notice.

5. The removal of copy protection or similar protection mechanisms as well as of a copyright notice of DRACOON contained in the DRACOON solution is not allowed.

6. The End User is not allowed to use devices, equipment, software, or data or to make interventions that may lead to changes in the physical or logical structure of the systems and services of DRACOON Solution or the networks of its suppliers.

§ 6 Setup, access data, access software

1. DRACOON will set up the chosen product variant of the DRACOON solution based on the technical order form provided by the End User and will send the End User an internet address for administrator access ("Admin Access") together with access data by email. The operational provision of the services of DRACOON shall be deemed to have been effected with the transmission of the admin access and the access data for the DRACOON Cloud products and in case DRACOON is provided as an on-premises product with the transmission of the access data for the download area.

2. Upon delivery of the access data required for the access (username and password) or the corresponding email to the admin access, the possibility to use the DRACOON solution owed according to this License Agreement is opened.

3. The start date of the Service Period shall be the first calendar day of the month in which (1) or (2) occurs if this occurs up to and including the 15th calendar day. If (1) or (2) occurred after the 15th calendar day, the service period starts on the 1st calendar day of the following month.

4. The End User shall notify DRACOON immediately in writing of any change of the notification and technical contact, or designation (including legal form, address, and telephone number). The End User shall reimburse DRACOON for any costs caused by a culpable delay in the transmission of such data.

5. DRACOON is not responsible for any impairment of the use of the DRACOON solution in the sphere of the End User after opening the admin access or transmitting the access data for the download area.

6. If DRACOON grants the End User the possibility to use the access software, this is done solely for the purpose of accessing the DRACOON solution, limited to the period of time during which the End User has been granted the rights of use by DRACOON and exclusively within the scope of contractual use according to these license terms.

7. DRACOON provides the End User and the individual users with a copy of the respective access software in digital form by enabling the download from the DRACOON website.

8. DRACOON does not owe any installation or configuration services related to the access software. A certain quality of the access software is not owed. The functionality of individual access software is not a primary obligation.

§ 7 Free and Open Source Software

1. DRACOON reserves the right to use DRACOON components in the Enterprise File Sharing solution that are licensed under Free and Open Source Software Licenses ("FOSS Licenses") ("FOSS Components"). DRACOON provides the End User with a list of FOSS components and the applicable FOSS licenses.

2. The End User is granted the right to use the FOSS components directly by the respective copyright holder.

3. If and as far as DRACOON assumes support, warranty, liability, and indemnification obligations towards End Users in this license agreement, these obligations apply exclusively in the relationship between DRACOON and the End User. The relationship between the End User and the right holder is exclusively governed by the provisions of the respective applicable FOSS license. It remains unaffected by these license conditions.

§ 8 Restriction of the use of the DRACOON solution

1. DRACOON is entitled to restrict or completely prohibit the use of the DRACOON Solution if the End User violates this license agreement or if there are other important reasons in the person of the End User or the individual users administered by him.

2. DRACOON is furthermore entitled to restrict or prohibit the use of the DRACOON solution if this is necessary or reasonable for reasons of data integrity and/or data security.

3. In addition to the cases mentioned in (1) and (2) above DRACOON may restrict or suspend the possibility to use the DRACOON Solution at any time and/or stop the transmission of content provided by the End User if

a) this is necessary to perform maintenance work to maintain the quality of the DRACOON solution;

b) this is necessary to comply with an official and/or court order;

c) the End User obstructs DRACOON in the performance of its obligations under this license agreement;

d) the data traffic exceeds the average data traffic of other End Users by more than 20% (status information regarding the own data traffic as well as the average data traffic of all End Users is available on request from DRACOON);

e) the use is obviously illegal or abusive; this includes in particular, without limitation, the use of the DRACOON Solution for unsolicited sending of emails to third parties, especially for advertising purposes (spam mails) or for the abusive posting of messages in newsgroups, especially for advertising purposes (news spamming);

f) the End User shares the credentials of a named user account with any other person. For the avoidance of doubt, the End User may designate as named users the personnel of its affiliates and individual representatives of its contractors, vendors and service providers, and may exchange content with external recipients, in each case in accordance with the applicable order; or

g) the End User does not comply with the accepted principles of data security, especially not to keep user names and passwords secret or to change them immediately or to arrange for changes, as well as if DRACOON has reason to believe that unauthorized third parties gain knowledge of them.

4. The DRACOON Free Version can be terminated by DRACOON at any time.

5. The End User has to inform DRACOON immediately about any restrictions of the DRACOON Solution's usage, as far as legally admissible.

§ 9 Responsibility of the End User for content

1. The End User is solely responsible and bears the sole liability that it has the necessary rights to use its own or third-party content in connection with its use of the DRACOON solution and that the use of such content is in accordance with applicable legal regulations.

2. DRACOON is not obliged to check the contents of the End User for the infringement of intellectual and industrial property rights of third parties. However, DRACOON reserves the right to delete contents that violate the intellectual and industrial property rights of third parties and to which DRACOON has been notified without notification of the End User.

3. The End User is responsible for all activities that are carried out through his accounts. The End User is obliged not to disclose or otherwise make available the access data of the accounts to any third party. The End User agrees to inform DRACOON immediately about any unauthorized use of accounts. A violation of the above obligations entitles DRACOON to terminate this license agreement without notice for good cause.

§ 10 Pricing and payment terms

1. Unless otherwise agreed in the order, the prices according to DRACOON's current price list in Euro (EUR) plus VAT at the time of conclusion of this license agreement shall apply.

2. The prices are valid for the agreed term of this license agreement. Possible transfer fees or charges have to be paid by the End User (additionally).

2a. At the beginning of each renewal term the fees payable for the DRACOON Solution may increase by a percentage determined by DRACOON of not less than three per cent (3%) and not more than ten per cent (10%) of the fees payable in the immediately preceding contract year. No increase shall take effect before the beginning of the first renewal term of the license agreement.

2b. DRACOON shall notify the End User of the fees applicable to the next renewal term at least one (1) month before the beginning of that term. An increase under § 10 para. 2a takes effect only if it has been notified in accordance with this paragraph; otherwise the fees remain unchanged for that renewal term.

2c. Where the End User places a renewal order, the fees stated in that order apply. Where the license agreement is extended in accordance with § 13 para. 1 without a renewal order, the fees notified under § 10 para. 2b apply.

2d. DRACOON may propose an increase exceeding the maximum set out in § 10 para. 2a. Such an increase requires the consent of the End User in written form. If the End User does not consent within one (1) month of the announcement, the fees determined under § 10 para. 2a apply.

3. Unless otherwise agreed in the order, the End User shall pay the remuneration owed as stated in the order in advance either annually or for the entire term; invoices are payable immediately and must be paid within 14 days without discount. In the event of default of payment, the statutory provisions shall apply, including an interest rate of 9 percentage points above the respective base interest rate. We expressly reserve the right to assert further damages caused by default.

§ 11 Right of assignment and retention

1. The End User is not entitled to assign his claims against DRACOON. § 354a HGB remains unaffected.

2. The set-off or the exercise of a right of retention is only permissible with undisputed or legally binding claims. Furthermore, the exercise of the right of retention for the End User is only permissible if the counterclaim of the contractual partner is based on the same contractual relationship.

§ 12 Technical notes on the DRACOON Solution, documents, and data storage

1. DRACOON shall regularly inform the End User via email newsletter about important technical changes and security-critical events concerning the DRACOON solution that are essential for the use of the DRACOON solution. In case the contact person named by the End User does not want to receive the newsletter anymore, he has to name a substitute contact person to whom DRACOON will then send the newsletter.

2. All documents handed over or otherwise made accessible by DRACOON to an End User remain the property of DRACOON unless otherwise agreed or regulated.

3. Documents in the sense of this license agreement are the documentation as well as all catalogs, technical documentation, drawings, plans, invoices, manuals, service descriptions, or other carriers of information created or published by DRACOON, regardless of whether they are embodied or electronically stored and whether they are directly or only technically perceptible.

4. Data storage handed over to the End User by DRACOON for the provision and implementation of the DRACOON Solution shall always remain the property of DRACOON unless otherwise agreed.

5. Documents provided or otherwise made accessible to all End Users by DRACOON may only be made accessible to third parties with DRACOON's prior consent for the specific individual case.

§ 13 Term and cancellation, termination of contract

1. Unless otherwise agreed in the purchase order, this license agreement has an initial term of twelve (12) months. They shall be extended for an additional twelve (12) months unless terminated by either party with three (3) months' notice to the end of the relevant term.

2. The right of termination for cause remains unaffected.

3. An important reason for termination by DRACOON exists in particular if

a) the End User uses the DRACOON Solution beyond the extent permitted by § 5 of this license agreement and does not remedy the breach within a reasonable period of time after a warning by DRACOON;

b) the End User is in arrears with the remuneration owed or with a not insignificant part of this remuneration for two consecutive months;

c) the End User is in arrears with a remuneration corresponding to the amount of two monthly remunerations owed for a period of more than two (2) months;

d) an application for the opening of insolvency proceedings on the assets of the End User is filed;

e) such proceedings are rejected or discontinued due to lack of costs of the proceedings covering the assets;

f) the End User has voluntarily or involuntarily initiated proceedings for its dissolution, liquidation, or winding up;

g) the End User has discontinued its business activities or is insolvent.

4. If the granting of the rights of use of the DRACOON Solution under this license agreement ends for any reason whatsoever, the End User shall cease to use the DRACOON Solution and shall remove all installed copies of the DRACOON Solution from his hardware equipment, computers, or other devices and, at DRACOON's option, immediately return to DRACOON any back-up copies and any documentation provided by DRACOON or destroy them.

5. Upon termination of the rights of use of the DRACOON solution under this license agreement DRACOON shall, for a period of thirty (30) days from the effective date of termination or expiry, keep the End User's data and files available in read-only form and enable the End User to export them. Upon expiry of that period the data and files stored by the End User will be deleted. It is the responsibility of the End User to back up the data and files stored by him in time.

6. DRACOON's obligations to store data and files in order to comply with official orders or by law remain unaffected by the regulation of § 13 paragraph (5) as well as DRACOON's right to store individual data and files as long as necessary to pursue civil law claims against the End User.

§ 14 Liability

1. DRACOON is liable for damages – no matter for what legal reason – within the scope of liability for intent and gross negligence.

2. In case of simple negligence, DRACOON is only liable for damages resulting from injury of life, body, or health, for damages resulting from the violation of an essential contractual obligation (obligation the fulfillment of which makes the proper execution of this license agreement possible in the first place and on whose compliance the End User regularly relies and may rely). In the case of a violation of an essential contractual obligation, DRACOON's liability is limited to the typically occurring damage foreseeable at the time of conclusion of the contract.

3. DRACOON is not liable for damages caused by simple negligence resulting from the violation of a non-essential contractual obligation.

4. Subject to § 14 para. 1, and save for liability for damages resulting from injury to life, body or health and liability arising from the assumption of a guarantee, DRACOON's aggregate liability under or in connection with this license agreement shall in no event exceed, per contract year, the remuneration paid by the End User for the DRACOON Solution in the twelve (12) months preceding the event giving rise to liability. Where a limitation under § 14 para. 2 also applies, the lower amount governs. This limitation applies to all claims under or in connection with this license agreement, including claims under § 19.

5. Liability without fault for defects already existing at the time of conclusion of this license agreement pursuant to § 536a para. 1 alt. 1 BGB is excluded.

6. Notwithstanding the legal basis of liability, DRACOON is not liable for any indirect or consequential damages, especially not for loss of profit and loss of interest, unless the damage is caused by intent or gross negligence of DRACOON.

7. The End User is obliged to take reasonable measures to avert and reduce damages, in particular, the End User has to make regular backups of data and to carry out security checks (in particular to prevent viruses, malware, or other malicious software in the IT systems of the End User).

8. As far as liability is effectively excluded or limited according to the above subparagraphs, this also applies to the personal liability of employees, other staff, organs, representatives, and vicarious agents of DRACOON.

9. In case of force majeure, the affected party is released from its obligation to perform as long as and to the extent the impediment to performance persists. This does not apply to the End User's obligation to pay remuneration for services already rendered, nor to either party's confidentiality obligations. Events of force majeure include in particular strike, lawful internal company industrial action, war, riots, forces of nature, fire, sabotage attacks by third parties (such as spam mails), or the loss of permits through no fault of DRACOON as well as the disruption of gateways through telecommunication networks that are not under the control of the affected party.

10. The legal limitations of liability in favor of providers of telemedia services and/or telecommunication services for the public remain unaffected.

11. The parties acknowledge that the remuneration agreed under this license agreement has been determined in reliance on the limitations of liability set out in this § 14, which allocate risk between the parties.

§ 15 Data protection and privacy

1. If the End User purchases maintenance services from DRACOON and DRACOON obtains access to personal data of the End User in this context, the End User has to conclude an agreement with DRACOON on order processing according to article 28 DSGVO. For this purpose, DRACOON GmbH provides a standardized template for download.

2. The End User remains responsible for compliance with the provisions of the data protection law and has to assure himself of compliance with the technical and organizational measures (TOMs) taken by DRACOON (Art. 28 para. 1 GDPR). According to Art. 32 GDPR DRACOON takes appropriate measures to ensure the protection of personal data. The list of these measures is available in the DRACOON support portal.

3. The obligations towards the persons concerned and their rights concern exclusively the End User.

4. DRACOON undertakes to employ only personnel who are obliged to confidentiality and who have been instructed about the regulations of the applicable data protection law. Furthermore, all employees of DRACOON are obliged to maintain the secrecy of telecommunications.

5. If DRACOON is of the opinion that an instruction of the End User violates the GDPR, the BDSG, or other data protection regulations, it has to inform the End User immediately. Within the scope of this license agreement, DRACOON shall upon request name the persons of the End User who are authorized to give instructions and control.

6. DRACOON will inform the End User immediately in case of data protection-relevant disturbances and irregularities, especially in case of reasonable suspicion of data protection violations and in case of corresponding test results by supervisory authorities and/or other testing institutes, if these refer to data of the End User or if his service activity is affected.

§ 16 Obligation to confidentiality, confidentiality agreement

1. DRACOON and the End User agree to maintain silence about confidential information. This obligation will continue for a period of two years after termination of these license terms, for whatever reason.

2. Such confidential information is excluded from this obligation,

a) which was demonstrably already known to the recipient at the time of conclusion of these license conditions or which subsequently became known to the recipient by a third party, without thereby infringing an obligation to confidentiality, statutory provisions, or official orders;

b) which was publicly known at the time of conclusion of this license agreement or become publicly known thereafter, provided that this is not based on a violation of these license terms;

c) which must be disclosed due to legal obligations or by order of a court or an authority. To the extent permissible and possible, the recipient obliged to make the disclosure will inform the other party in advance and give it the opportunity to take action against the disclosure.

3. DRACOON and the End User will only grant access to confidential information to those consultants who are subject to professional secrecy or who have been previously subjected to obligations of secrecy according to these license terms. Furthermore, the parties will only disclose confidential information to those employees who need to know it in order to use the DRACOON solution and will oblige these employees to maintain secrecy to the extent permitted by labor law also for the time after their departure.

4. If DRACOON has transmitted or handed over documents to a potential End User during contract negotiations and this license agreement is not concluded, the End User has to return or destroy the documents immediately at DRACOON's discretion.

§ 17 Applicable law, written form, place of jurisdiction

1. This license agreement between DRACOON and the End User shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. Changes or amendments to this license agreement must be in writing to be valid.

In case of doubt regarding content and interpretation the German version of this license agreement shall be the authoritative and binding version. The German version is available in the DRACOON support portal.

4. Exclusive—also international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship and all disputes in connection with the contractual relationship is the registered office of DRACOON in Regensburg. However, DRACOON is in all cases also entitled to file suit at the place of performance according to these provisions or a prior individual agreement or at the general place of jurisdiction of the End User. Priority legal regulations, in particular regarding exclusive jurisdiction, remain unaffected.

§ 18 License terms for technology partner products

1. If you have booked a product of a technology partner of DRACOON, you will find the applicable license terms for their product within the respective support area of our technology partner in the DRACOON support portal.

§ 19 Indemnification

1. DRACOON shall defend the End User against any claim brought by a third party alleging that the DRACOON Solution, when used in accordance with this license agreement, infringes that third party's copyright or patent or misappropriates its trade secret (a "Claim"), and shall bear the costs and damages finally awarded against the End User or agreed in settlement, provided that the End User (i) notifies DRACOON of the Claim without undue delay in text form, (ii) gives DRACOON sole control of the defence and settlement, and (iii) provides reasonable cooperation at DRACOON's expense. DRACOON shall not enter into any settlement which admits liability on the part of the End User or imposes a payment obligation on it without the End User's prior consent.

2. DRACOON has no obligation under para. 1 to the extent the Claim results from

a) modification of the DRACOON Solution by anyone other than DRACOON,

b) combination or use of the DRACOON Solution with third party data, software or equipment where the Claim would not have arisen otherwise,

c) the End User's failure to use a corrected or updated version made available by DRACOON which would have avoided the Claim, or

d) DRACOON's compliance with designs or specifications furnished by or on behalf of the End User.

3. If the DRACOON Solution is held, or in DRACOON's reasonable opinion is likely to be held, to infringe, DRACOON may at its option (i) procure the right for the End User to continue using it, (ii) modify or replace it with a functionally equivalent non-infringing version, or (iii) if neither is commercially reasonable, terminate the affected licence and refund the remuneration paid for the unexpired part of the then-current term.

4. DRACOON's aggregate liability under this § 19 shall not exceed the remuneration paid by the End User for the affected DRACOON Solution in the current licensing period. This § 19 states DRACOON's entire liability and the End User's sole and exclusive remedy in respect of any infringement or misappropriation of third party intellectual property rights.

5. The End User shall indemnify DRACOON against all third party claims, and the reasonable costs of defending them, arising from (i) content transmitted, shared or stored by the End User or its users using the DRACOON Solution, or (ii) use of the DRACOON Solution in breach of this license agreement. DRACOON shall notify the End User of any such claim without undue delay and shall not settle it without the End User's consent.

§ 20 Survival

1. §§ 9, 11, 13 paras 4 to 6, 14, 16, 17, 19, 20, and 21 survive the expiry or termination of this license agreement, together with any payment obligations accrued before that date.

§ 21 Entire agreement

1. This license agreement, together with the applicable order, the service description and the data processing agreement, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior communications and understandings, whether written or oral. Mandatory statutory provisions and any liability for fraudulent