END-USER SOFTWARE LICENCE AGREEMENT (EULA) ## Meridian IPAM A product of Shanaei IT Consulting
Version: 1.0
Effective date: 19 October 2026
Licensor: Shanaei IT Consulting
Product: Meridian IPAM
Website: https://shanaei.com
Licence type: Evaluation, perpetual or subscription licence
Territory: Germany, the European Union and other territories where the Software is lawfully licensed.
1. DEFINITIONS
1.1 Software means Meridian IPAM, including its proprietary application code, subnet-planning functionality, graphical user interface, documentation, scripts, modules and other components supplied by the Licensor, excluding third-party components to the extent governed by separate licence terms.
1.2 Licensor means the legal person or business operating under the name Shanaei IT Consulting, identified in the applicable Order or commercial agreement.
1.3 Licensee means the business, company, public authority or other legal entity that lawfully obtains a licence to use the Software.
1.4 Authorised Users means employees and contractors authorised by the Licensee to use the Software on its behalf.
1.5 Order means the accepted quotation, order confirmation, invoice, licence certificate or other written commercial agreement specifying the applicable licence type, scope, price and duration.
1.6 Trial Period means the six-calendar-month period during which the Licensee is authorised to evaluate the Software, including in a production environment, subject to this Agreement.
1.7 Commercial Licence means a valid perpetual or subscription licence purchased by the Licensee.
1.8 Third-Party Software means software libraries, packages, frameworks and other components incorporated into or distributed with the Software that are owned by third parties or governed by separate licence terms, including open-source software.
1.9 Documentation means the technical documentation, installation instructions, user guides and other materials supplied with the Software.
1.10 Licence Metric means the agreed measure defining the permitted scope of use, such as the number of production instances, installations, managed organisations or other units specified in the applicable Order.
2. ACCEPTANCE AND SCOPE
2.1 This Agreement governs the Licensee's installation and use of the Software unless a separate written agreement expressly replaces or modifies its provisions.
2.2 The Licensee agrees to this Agreement by accepting it through an appropriate acceptance mechanism, signing an Order that incorporates it, or otherwise entering into a legally effective agreement incorporating these terms.
2.3 The person accepting this Agreement on behalf of a legal entity represents that they have the authority to bind that entity.
2.4 This Agreement is intended primarily for business-to-business transactions. It does not exclude mandatory consumer protection provisions where applicable law requires them.
2.5 The applicable Order specifies the commercial licence type, Licence Metric, fees, term and any additional entitlements.
2.6 Where a signed Order expressly conflicts with this Agreement, the Order prevails only to the extent of that conflict. Mandatory statutory provisions remain unaffected.
3. SIX-MONTH EVALUATION LICENCE
3.1 The Licensor grants the Licensee a limited, non-exclusive, non-transferable licence to evaluate Meridian IPAM for six (6) calendar months.
3.2 Unless otherwise agreed in writing, the Trial Period begins on the date the Software is first activated. If activation is not required, the Trial Period begins on the date the Software is first installed for use. The Licensor may specify a different start date in writing.
3.3 During the Trial Period, the Licensee may use the Software in a production environment for its own internal business operations, including the management of its actual IP address inventory and network infrastructure.
3.4 The evaluation licence does not grant the right to resell, sublicense, redistribute or commercially operate the Software on behalf of unrelated third parties.
3.5 The Licensee must comply with the applicable security, installation and usage requirements during the Trial Period.
3.6 The evaluation licence is provided without a licence fee unless an applicable written offer expressly provides otherwise.
3.7 The Trial Period expires automatically at the end of the six-calendar-month period. The Licensee may purchase a perpetual or subscription licence before or after expiry, subject to acceptance of the applicable commercial terms.
3.8 Expiry of the Trial Period does not automatically create a paid subscription, authorise automatic billing or impose a purchase obligation merely because the Licensee completed the trial.
3.9 Upon expiry, the Licensee must cease using the Software unless a valid Commercial Licence or written trial extension is in effect.
3.10 The Software may enforce expiry through a licence key, signed licence file or other proportionate technical mechanism, provided that the mechanism complies with this Agreement and applicable law.
3.11 The Licensee must not circumvent or manipulate trial validation, activation records or technical restrictions to obtain additional evaluation periods contrary to the terms of the trial offer.
3.12 The Licensee remains responsible for backing up its data throughout the Trial Period. Expiry does not transfer ownership of the Licensee's data to the Licensor or authorise its deletion solely as a consequence of expiry.
3.13 Where technically feasible, the Licensee should be given a reasonable opportunity to export its data after expiry. Such access does not authorise continued unauthorised use of the licensed functionality.
3.14 A trial extension is effective only if granted in writing by the Licensor.
4. GRANT OF COMMERCIAL LICENCE
4.1 Subject to payment of the applicable fees and compliance with this Agreement, the Licensor grants the Licensee a limited, non-exclusive licence to install and use the Software for its internal business operations.
4.2 The licence is restricted to the Licence Metric, deployment environment, number of installations, territory and duration specified in the applicable Order.
4.3 Unless the Order provides otherwise, the licence does not include source-code access, development services, installation assistance, training, customisation, maintenance or technical support.
4.4 The Licensee may allow Authorised Users to access the Software solely on its behalf. The Licensee is responsible for ensuring that those users comply with this Agreement.
4.5 The Licensee may engage a third-party IT service provider to install, maintain or administer the Software on its behalf, provided that the provider acts solely for the Licensee, is appropriately bound by confidentiality obligations and does not independently exploit the Software.
4.6 Unless expressly authorised in writing, the licence does not permit the Licensee to operate the Software as a commercial hosted service, service bureau, managed service or platform for unrelated third parties.
4.7 No ownership of the Software or its intellectual property is transferred to the Licensee.
5. PERPETUAL LICENCE
5.1 Where the Licensee purchases a perpetual licence, the right to use the purchased version of the Software continues indefinitely, subject to this Agreement and applicable law.
5.2 A perpetual licence does not expire merely because a maintenance or support period ends.
5.3 The perpetual licence covers only the version and scope specified in the applicable Order.
5.4 Access to future major versions, upgrades, maintenance releases or additional modules is included only where expressly stated in the Order or a separate agreement.
5.5 The Licensor may offer maintenance, technical support, updates and upgrades under a separate paid agreement.
6. SUBSCRIPTION LICENCE
6.1 Where the Licensee purchases a subscription, the licence is effective for the subscription term specified in the applicable Order.
6.2 The Order must specify the subscription price, billing interval, commencement date, renewal arrangements, cancellation terms and included maintenance or support services.
6.3 A subscription does not arise solely from the expiry of the evaluation licence. The Licensee must enter into an accepted purchase or other legally effective agreement.
6.4 Automatic renewal applies only where expressly agreed and implemented in accordance with applicable law.
6.5 Subscription fees are payable according to the agreed billing terms. Applicable VAT shall be charged in accordance with law.
6.6 Upon expiry or valid termination of the subscription, the Licensee must cease using the commercial Software unless another valid licence is in effect.
6.7 The expiry of a subscription does not transfer ownership of the Licensee's data to the Licensor. The Licensee is responsible for maintaining backups and should export its data before expiry.
6.8 Where technically feasible, the Licensor should provide a reasonable opportunity to retrieve the Licensee's data, subject to applicable law and any agreed data-export arrangements.
6.9 Subscription fees do not include installation, migration, training, custom development or professional services unless expressly included in the applicable Order.
7. INTELLECTUAL PROPERTY AND OWNERSHIP
7.1 The Software and all intellectual property rights in its proprietary components remain the property of the Licensor or the relevant rights holders.
7.2 These rights may include copyright in original source code and object code, original software architecture, original database structures, original interface elements, documentation, scripts, original subnet-planning implementations, trademarks and other protected materials.
7.3 The Licensee receives only the rights expressly granted by this Agreement and the applicable Order.
7.4 No provision transfers ownership of the Software, source code, proprietary technology, trademarks or trade secrets to the Licensee.
7.5 The Licensee must not remove or obscure applicable proprietary notices or copyright information, except where expressly permitted by law or an applicable third-party licence.
7.6 The Licensee retains ownership of its own network inventory, IP address records, configurations and other data entered into or generated through its use of the Software, subject to third-party rights.
7.7 Nothing in this Agreement transfers ownership of the Licensee's data to the Licensor.
7.8 The Licensor does not claim exclusive ownership of third-party code or materials incorporated into the Software under separate licence terms.
8. RESTRICTIONS ON USE
Except where expressly authorised by the Licensor in writing or permitted by mandatory applicable law or an applicable third-party licence, the Licensee must not:
8.1 Copy, reproduce, distribute, publish, sell, rent, lease or sublicense the proprietary Software.
8.2 Resell, rebrand, white-label or commercially redistribute the proprietary Software, in whole or in part.
8.3 Modify, translate, adapt or create derivative works of the proprietary Software.
8.4 Reverse engineer, decompile or disassemble the proprietary Software except to the extent permitted by mandatory law, including applicable statutory exceptions concerning interoperability, observation, study or testing.
8.5 Circumvent or disable licence validation, activation mechanisms or technical restrictions, except where legally permitted.
8.6 Falsify licence information or manipulate technical controls to exceed the agreed Licence Metric.
8.7 Use the Software to misappropriate protected source code, confidential information or other intellectual property belonging to the Licensor or a third party.
8.8 Use the Software unlawfully or in a manner that infringes third-party rights.
8.9 Share access credentials in a manner that circumvents the agreed licence scope.
8.10 Disclose non-public proprietary source code, confidential documentation, licence keys or other protected materials without authorisation.
8.11 Use the Software in excess of the authorised Licence Metric.
Nothing in this section restricts rights granted by an applicable open-source licence or any activity that the Licensee is entitled to undertake under mandatory applicable law.
9. INSTALLATION AND INFRASTRUCTURE
9.1 Unless otherwise agreed, the Software is supplied for installation and operation on infrastructure controlled by the Licensee.
9.2 The Licensee is responsible for providing and maintaining compatible hardware, operating systems, databases, network connectivity, storage, security controls and other infrastructure requirements.
9.3 The Licensee is responsible for administering its installation, including access controls, operating-system updates, firewall rules, network segmentation, monitoring and disaster recovery.
9.4 The Licensee must install and configure the Software in accordance with the Documentation and applicable security instructions.
9.5 The Licensee is responsible for evaluating compatibility with its environment before production deployment.
9.6 Installation, migration, configuration, integration and consulting services are governed by the applicable Order or separate service agreement.
9.7 Unless expressly included in the Order, the purchase of a licence does not entitle the Licensee to installation assistance, custom development, training, support or service-level guarantees.
10. IPAM-SPECIFIC RESPONSIBILITIES
10.1 Meridian IPAM is intended to assist with IP address management, network inventory, subnet planning, address allocation and related administrative functions included in the applicable version.
10.2 The Licensee acknowledges that network information may be affected by incomplete discovery, incorrect input, stale records, network changes, integration failures, permissions and connectivity problems.
10.3 The Licensee remains responsible for validating the accuracy and operational suitability of its network information.
10.4 Before implementing changes suggested or generated by the Software, the Licensee must validate those changes against its network architecture, addressing plan, routing configuration, security policies and operational requirements.
10.5 The Software must not be treated as the sole authority for critical network changes unless the Licensee has independently validated that use case and implemented appropriate safeguards.
10.6 The Licensee must maintain suitable backups of its IPAM database and configuration, together with a tested recovery procedure appropriate to its operational requirements.
10.7 The Licensee is responsible for maintaining appropriate access controls, logging, change management and approval procedures for its network environment.
10.8 The Software does not replace the Licensee's responsibility for network security, business continuity, disaster recovery or regulatory compliance.
11. UPDATES, MAINTENANCE AND SUPPORT
11.1 The Licensor may make bug fixes, security patches, maintenance releases and feature updates available from time to time.
11.2 Unless expressly included in the applicable Order, the licence fee does not include ongoing maintenance, technical support, new versions or future feature development.
11.3 Any support entitlement, response time, maintenance period or service-level commitment must be specified in a separate written agreement or Order.
11.4 The Licensee is responsible for evaluating and testing updates before applying them to production infrastructure.
11.5 Where reasonably practicable, the Licensee should maintain a backup and rollback plan before applying updates that may affect production systems.
11.6 Nothing in this section excludes mandatory statutory rights or obligations concerning contractual conformity, defects, security requirements or other applicable legal requirements.
12. OPEN-SOURCE AND THIRD-PARTY COMPONENTS
12.1 The Software incorporates third-party components distributed under open-source and other third-party licences.
12.2 These components remain subject to their respective licence terms. Nothing in this Agreement is intended to restrict rights granted directly to the Licensee under an applicable third-party licence.
12.3 The Software includes components licensed under, among other applicable licences, LGPL-3.0, MPL-2.0, Apache-2.0, MIT, BSD and PSF licence terms. The exact components, versions and applicable licence texts should be identified in the accompanying third-party notices.
12.4 The proprietary licensing restrictions in this Agreement apply to the Licensor's own proprietary components only to the extent that they do not conflict with rights granted under applicable third-party licences or mandatory law.
12.5 The Licensor shall provide applicable copyright notices, licence texts, attribution information and other notices required by the relevant third-party licences.
12.6 Where an applicable licence requires corresponding source code to be made available, the Licensor shall satisfy that obligation through a legally compliant source-distribution or source-access mechanism.
12.7 Where an applicable licence requires recipients to be informed how to obtain corresponding source code, the Licensor shall provide the relevant information.
12.8 The Licensee may exercise the rights granted under applicable open-source licences, including rights to copy, modify or redistribute covered components, subject to the conditions of those licences.
12.9 Restrictions in this Agreement concerning copying, modification, reverse engineering, redistribution or sublicensing do not apply to the extent that they conflict with rights granted under an applicable third-party licence or mandatory law.
12.10 The presence of open-source components does not, by itself, place all proprietary components of the Software under an open-source licence.
12.11 Where third-party licence terms conflict with this Agreement, those terms prevail solely to the extent necessary to resolve the conflict concerning the relevant component.
12.12 The Software's accompanying notices and, where provided, its Open-source Components information page identify the applicable third-party components and licence information.
12.13 The Licensee must not remove required copyright notices, attribution statements or licence information from third-party components.
13. DATA PROTECTION AND PRIVACY
13.1 The Licensee retains responsibility for determining the lawful purposes and means of processing personal data entered into or processed through its deployment of the Software, where applicable.
13.2 The Licensee must ensure that its use of the Software complies with applicable data protection legislation, including the General Data Protection Regulation (GDPR), where applicable.
13.3 The Licensor does not obtain ownership of the Licensee's network inventory, operational data or configuration information through this Agreement.
13.4 If the Software transmits telemetry, diagnostic information, licence-validation information or other data to the Licensor, the nature and purpose of that processing must be described in the Documentation or an applicable privacy notice.
13.5 The Licensor must not access the Licensee's network inventory or operational data remotely unless such access is authorised, technically enabled and lawfully justified.
13.6 Where the Licensor processes personal data on behalf of the Licensee as a processor, the parties shall enter into a data processing agreement where required by applicable law.
13.7 The Licensee must not submit personal data or confidential third-party information to the Software unless it has the necessary legal basis and authority to do so.
14. CONFIDENTIALITY
14.1 The Licensee must protect non-public proprietary source code, technical documentation, licence credentials, security information and other materials identified as confidential or which should reasonably be understood to be confidential.
14.2 The Licensee may disclose such information to employees, professional advisers and authorised service providers who need it for the permitted use of the Software and are subject to appropriate confidentiality obligations.
14.3 Confidentiality obligations do not apply to information that the recipient can demonstrate:
(a) is publicly available without breach of this Agreement;
(b) was lawfully known to the recipient without a confidentiality obligation before disclosure;
(c) was independently developed without use of the confidential information; or
(d) must be disclosed under applicable law or a binding order, subject to any legally permissible notice to the other party.
14.4 This section does not restrict legally protected disclosures, statutory rights or rights granted under applicable open-source licences.
15. WARRANTY AND DEFECTS
15.1 The Software is supplied with the functions and specifications expressly agreed in the applicable Order and Documentation.
15.2 The Licensor does not guarantee uninterrupted or error-free operation, compatibility with every third-party system or suitability for every possible network architecture unless expressly agreed in writing.
15.3 The Licensee must report defects within a reasonable period after discovery and provide sufficient information to enable investigation.
15.4 Where the Software fails to meet an agreed contractual requirement, the parties' rights and remedies are governed by the applicable agreement and mandatory law.
15.5 Nothing in this Agreement excludes or restricts mandatory rights concerning defects, fraud, fraudulent concealment, expressly assumed guarantees or other rights that cannot lawfully be excluded.
15.6 Any expressly agreed warranty or service-level commitment in an Order takes precedence over this section to the extent of an express conflict.
16. LIMITATION OF LIABILITY
16.1 The Licensor is liable without limitation where liability is mandatory under applicable law, including liability for intent and other circumstances in which exclusion or limitation is legally prohibited.
16.2 In cases of gross negligence, liability is governed by the applicable statutory rules and cannot be excluded where prohibited by law.
16.3 In cases of ordinary negligence, the Licensor is liable for breach of an essential contractual obligation only to the extent of the foreseeable damage typically associated with that obligation, subject to mandatory statutory requirements.
16.4 An essential contractual obligation is an obligation whose performance is necessary for the proper execution of this Agreement and on whose performance the Licensee may ordinarily rely.
16.5 Subject to the preceding provisions, the Licensor is not liable for indirect or consequential losses to the extent such exclusion is legally permissible, including loss of anticipated profits, business opportunities or business interruption that is not a direct and foreseeable consequence of a breach for which the Licensor is liable.
16.6 Liability under the German Product Liability Act (Produkthaftungsgesetz), for injury to life, body or health, and under any guarantee expressly assumed by the Licensor remains unaffected by the preceding limitations.
16.7 Where data is lost or damaged, the Licensor's liability is limited to the effort that would have been required to restore the data had the Licensee made regular, appropriate backups (see sections 3.12, 6.7 and 10.6), subject to sections 16.1 to 16.6.
16.8 The preceding limitations also apply in favour of the Licensor's employees, representatives and vicarious agents.
16.9 During the Trial Period the Software is provided free of charge. To the extent permitted by law, the Licensor is liable during the Trial Period only for intent, gross negligence, fraudulently concealed defects and the cases in section 16.6.
17. ACTIVATION, LICENCE VALIDATION AND USAGE INFORMATION
17.1 The Software must be activated before use. Activation takes place through the Licensor's licensing service at https://activation.shanaei.com, at which point this Agreement is accepted by a named person on behalf of the Licensee.
17.2 On activation, the Licensor records the full name, company and, where given, email address of the person accepting this Agreement, the version and checksum of the Agreement accepted, the date and time, the IP address used, the host name of the server and the version of the Software. The Licensor keeps this record as evidence of the agreement concluded.
17.3 While in use, the Software contacts the licensing service about once a day. It transmits an installation identifier, the version of the Software, the host name of the server and aggregate counts (such as the numbers of subnets, addresses, users, tenants and data feeds). It does not transmit the Licensee's address plan, IP addresses, host names of managed devices or any other content entered into the Software.
17.4 The Licensor uses this information to administer licences and trials, to detect use beyond the Licence Metric and to contact the Licensee about its licence. Personal data is processed on the basis of Art. 6(1)(b) and (f) GDPR and kept for as long as the licence relationship exists and statutory retention periods require.
17.5 Licences are issued as digitally signed licence files delivered through the licensing service. If the Software cannot reach the licensing service for thirty (30) consecutive days, it may suspend the licensed functionality until contact is restored; the export of the Licensee's data remains available.
17.6 Requests for a perpetual or subscription licence made from within the Software are invitations to the Licensor to submit an offer. A contract is concluded only when the Licensor accepts an Order in writing or by issuing the licence.
18. TERM AND TERMINATION
18.1 This Agreement takes effect on acceptance and remains in force for the Trial Period and for the term of any Commercial Licence.
18.2 Either party may terminate this Agreement for good cause without notice. Good cause for the Licensor includes, in particular, a material breach of sections 8 or 17.5 that the Licensee does not remedy within fourteen (14) days of written notice, and non-payment of due licence fees.
18.3 On expiry or termination, the Licensee must cease using the Software, except to the extent necessary to export its own data in accordance with sections 3.13 and 6.8, and must delete copies of the Software that it no longer needs for that purpose.
18.4 Sections 7, 8, 13, 14, 16, 19 and 20 survive the expiry or termination of this Agreement.
19. GOVERNING LAW AND PLACE OF JURISDICTION
19.1 This Agreement is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
19.2 Where the Licensee is a merchant (Kaufmann), 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 Agreement is the Licensor's registered place of business. The Licensor may also bring proceedings at the Licensee's general place of jurisdiction.
20. FINAL PROVISIONS
20.1 Amendments and additions to this Agreement must be made in text form. The Licensor may publish revised versions of this Agreement; a revised version applies to the Licensee only once accepted, for example on a new activation or a renewal.
20.2 The Licensee may not assign this Agreement or rights under it to a third party without the Licensor's prior written consent. Section 354a of the German Commercial Code (HGB) remains unaffected.
20.3 The Licensee's own terms and conditions do not apply, even if the Licensor does not expressly object to them.
20.4 Should any provision of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions is not affected. The statutory provisions apply in place of the invalid or unenforceable provision.
20.5 Notices under this Agreement may be given by email to the addresses provided by the parties, including the address given on activation, and to the contact details of the Licensor stated on https://shanaei.com.