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This Agreement is effective as of the date you first click “I agree” (or similar button or checkbox) or download, use, install, subscribe to or access an App, whichever is earlier (the “Effective Date”). The Agreement does not have to be signed in order to be binding.
Definitions
For the purposes of these conditions, the terms below (in addition to the terms defined in the text of these conditions) have the following meanings;
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“Your Data” means your content, code, materials, information of any type that you (including any of your End Users) submit, upload, transmit or otherwise make available to Cloud Apps.
Ownership
We, our Affiliates and/or our licensors own all rights, title and interest, including all worldwide intellectual property rights in the App and the trademarks, service marks and logos contained therein.
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The ownership of Your Data shall remain with you. Subject to the Agreement, and solely to the extent necessary to provide the App to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display (including reformatting and modification for display in an App) Your Data.
License Grant
Subject to the terms and conditions of this Agreement and provided you have paid the applicable fee (unless the App is provided free of charge or during a free trial), you are granted a limited, worldwide, non-exclusive, non-transferable, non-assignable, non sublicensable and revocable license to (i) download and install one production instance (except for the trial period) of the App on systems owned or operated by you (for Software App), (ii) access (for Cloud App) and use the App for a single instance of your Atlassian Product in support of your own business needs, as applicable, during the term of the Agreement or the applicable subscription term:
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You shall purchase a separate license and use a separate instance of the App for each instance of the Atlassian Product.
License Restrictions
Except as otherwise expressly permitted in the Agreement, you shall not:
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payments, delivery, renewals, subscription management or refunds, and shall not be held liable for any matter in connection therewith. Please refer to the “Pricing” section of the App Page and to the applicable Atlassian Marketplace Terms for more information about pricing, delivery, billing, subscription management, renewals and payment terms.
End Users; Administrators
Only End Users may access and use the App. The App may allow you to designate various types of End Users, in which case their access rights may vary according to the type of End User.
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The App is not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.
Access Credentials
If the App requires Access Credentials you must ensure that all End Users keep them strictly confidential and do not share such information with any unauthorized person. Access Credentials are granted to and are associated with a particular individual and may not be shared. You and End Users may not convey, transfer or otherwise disseminate Access Credentials or their parts to any other person, entity or organization.
You accept responsibility for the confidentiality and use of Access Credentials that you may receive for your End Users’ access to the App and for their use. You accept responsibility for all activities that occur under your and End User’s Access Credentials. You agree to notify us without undue delay if you become aware of any loss, theft or unauthorized use of Access Credentials.
Evaluation License
An App may be provided for a free trial period for you to assess its features and performance. Evaluation license is granted for evaluation purposes only, and for a limited period of time.
Atlassian is responsible for setting out trial terms and conditions and their extension (if applicable), which may vary for Cloud App and Software App. Please, refer to the “Pricing” section of the App Page for more information.
Third Party Software and Services
The App may be connected, interoperate or work with, and/or utilize Third-Party Services. You recognize and acknowledge that:
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We do not conduct investigations or reviews of any of Third-Party Services, and do not recommend, endorse or approve of any of them.
10. Support
The purchase price of a Software App includes version updates (maintenance) and support.
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For the avoidance of doubt, support and maintenance do not include any training, custom software development or implementation of custom features for the App, or any assistance with the Atlassian Product or any other Third-Party Service, their updating, maintenance or support.
11. Publicity Rights
You give us consent to use your name and to include a link to your website for the purposes of mentioning you as our customer or as a user of an App, and to describe our or our Affiliate’s role in relation to the App and/or the services provided to you (if applicable), in any form for any promotional, publicity, marketing or advertising purpose in any media, on any
website including, but not limited to Atlassian Marketplace, our or our Affiliates’ websites, portfolios, or in other promotional materials and media. You can withhold this consent at any time by sending a request to support@sykorait.com. or creating a ticket in our helpdesk system.
12. Your Feedback
If you choose to communicate to us any feedback, ideas or suggestions for improvement of the App, you grant us free-of-charge, perpetual, irrevocable, non-exclusive, transferable right to use, modify, share, distribute and communicate such feedback for any and all commercial or non-commercial purposes, without charge and free of any obligation of attribution. You warrant that any such feedback you communicated to us is not subject to any license or any other third-party right and it is not confidential information.
13. Security, Data Collection and Privacy Policy
We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. Please refer to an App-specific “Security” page for more information.
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If you are subject to the territorial scope of the General Data Protection Regulation (GDPR), you can request and complete our Data Processing Addendum.
14. Representations and Warranties
You (including anyone acting on your behalf) represent, warrant and covenant that:
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ix. We use commercially reasonable efforts to ensure that the App does not include at the time of delivery to you, any "worms," "viruses,'' “Trojan horses”, “spyware”, “back doors”, “time-bombs”, “easter eggs”, or "lock out" or "self-destruct" devices, or any other code intended to disable, limit, restrict, disrupt or provide, enable or allow unauthorized access to the App or to your information systems and networks. For the avoidance of doubt, we are not responsible for harmful materials submitted by you or End Users).
15. Disclaimers of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14 ABOVE, THE APP AND SUPPORT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. YOU ASSUME RESPONSIBILITY FOR SELECTING THE APP TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APP OR INFORMATION MADE AVAILABLE VIA THE APP. WITHOUT LIMITING THE FOREGOING PROVISIONS, WE MAKE NO WARRANTY THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, THAT THE APP WILL MEET YOUR REQUIREMENTS, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD APP NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS,
INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
16. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE APP, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OR CAUSE OF ACTION, THE TOTAL AMOUNT ACTUALLY RECEIVED BY US UNDER THIS AGREEMENT FOR YOUR USE OF THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM AROSE. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF A FREE APP SHALL BE US$20. THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR TO YOUR BREACH OF THE LICENSE RESTRICTIONS. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
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Neither party shall be liable for any loss resulting from a cause over which it does not have direct and reasonable control, including but not limited to, the failure of electronic or mechanical equipment or communication lines, Internet, telephone or other interconnect problems, unauthorized access, theft, your errors, or events of force majeure.
17. Indemnification
Indemnification by You. You agree to indemnify, defend and hold harmless us, our Affiliates, officers, directors, employees and agents from and against any and all claims, costs, liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind and nature, arising from or relating to (i) your breach of your obligations in relation to End User consent (Section 6); (ii) any claims or disputes brought by your End Users arising out of their use of App; (iii) your breach (or alleged breach) of your representations and warranties; or (iv) Your Data.
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As a condition to the parties’ obligations under this Section, the indemnified party must provide to the indemnifying party (i) prompt written notice of the claim (and in any event notice in sufficient time for us to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim (and, in no event, will the indemnifying party agree to any settlement or admission of fault or liability on the part of the indemnified party without the written consent of the indemnified party), and (iii) all reasonable necessary cooperation.
18. Modifications
We reserve the right, at any time and at our sole discretion:
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Your continued use of the App after a change or update has been made will constitute your acceptance to the amended Agreement.
19. Term and Termination
This Agreement shall commence upon first installation, download, subscription to or use of the App by you, whether the App is provided for evaluation, as a fully licensed version, or in any other form.
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Feedback), 14 (Representations and Warranties), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 19 (Term and Termination), 20 (Dispute Resolution; Governing Law), and 21 (Miscellaneous).
20. Dispute Resolution; Governing Law
Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of thirty (30) days, either party may pursue relief as may be available under this Agreement pursuant to subsections “Choice of Law” and “Location for Resolving Disputes”. All negotiations pursuant to this subsection will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
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Location for Resolving Disputes. You further agree that any disputes or claims related to this Agreement will be resolved by a competent state court located in the Czech Republic. BY ENTERING THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US AND/OR OUR AFFILIATES BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATES COURTS IN THE CZECH REPUBLIC OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS. Nothing in this Section shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the laws of such other jurisdiction.
21. Miscellaneous
Consent to Receive Communications in Electronic Form. For contractual purposes, you:
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Entire Agreement. This Agreement is the entire agreement between you and us relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, letter or other communication between the parties relating to its subject matter during the term of this Agreement. This Agreement does not give any third party any rights or remedies hereunder.
22. Contact Us & Support
With regard to SLA, we usually offer a response time of 24 hours (next working day). The working hours are Mon-Fri from 9 a.m. to 5 p.m. Support may be limited during the Czech public holidays. The support requests can be reported via our
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