End-User License Agreement (EULA) ย of Smart Labels for Confluence
ย
Sykora IT s.r.o., a company incorporated under the laws of Czech Republic, with its ย registered office at Veletrลพnรญ 716/13, Starรฉ Brno, 603 00 Brno, Identification No. (IฤO): 061 ย 95 563, registered in the Commercial Register maintained by Regional Court in Brno, Entry ย C, Section 100184 (โweโ or โusโ) is willing to license its App(s) available through Atlassian ย Marketplace to you if you accept the terms of this Smart Labels for Confluence App License ย Agreement (for Apps ordered through Atlassianโs ordering and license management system) ย (the โAgreementโ).ย
Please read the Agreement carefully. By clicking โI agreeโ (or similar button or checkbox) at ย the time you sign up for an App, downloading, using, installing, subscribing to or accessing an App, or by otherwise indicating your consent, you accept and agree to the terms of the ย Agreement (the date of such acceptance the โEffective Dateโ).ย
If you are not willing to be bound by all the terms of this Agreement, do not download, install ย or subscribe to the App, or do not otherwise consent to the Agreement.ย
When you are accepting this Agreement on behalf of your employer or another company or ย organization, you represent and warrant that you have full authority to act for and to bind that ย legal entity to this Agreement, in which case the terms "you" and "your" will refer to that legal ย entity.ย
If you sign up using an email address from your employer or another entity, then (i) you will ย be deemed to represent such party, (ii) your click to accept will bind your employer or that ย entity to this Agreement, and (iii) the word โyouโ in this Agreement will refer to your employer ย or that entity.ย
This Agreement is effective as of the date you first click โI agreeโ (or similar button or ย checkbox) or download, use, install, subscribe to or access an App, whichever is earlier (the ย โEffective Dateโ). The Agreement does not have to be signed in order to be binding.ย
Definitions
For the purposes of these conditions, the terms below (in addition to the terms defined in the ย text of these conditions) have the following meanings;ย
โAccess Credentialsโ means login details and passwords of your End Users, which may be ย required to access and/or use the App or its particular feature or section.ย
โAffiliateโ means an entity which, directly or indirectly, owns or controls, is owned or is ย controlled by or is under common ownership or control with a party of this Agreement.ย
โAppโ means a cloud or downloadable software application Smart Labels for Confluence and ย its plugins or extensions.ย
โApp Pageโ means a section of the Atlassian Marketplace dedicated to the particular App.ย
โAtlassian Productโ means a downloadable software application or a cloud product ย developed and distributed by Atlassian with which the App is enabled or used (e.g. ย Confluence, Bitbucket or Jira).ย
โAtlassian Marketplaceโ shall have the meaning assigned to such definition in the Atlassian ย Marketplace Terms.ย
โAtlassian Marketplace Termsโ means Atlassian Marketplace Terms of Use and other ย sections of the Atlassian website applicable to apps developed by Atlassian verified vendors ย and distributed through Atlassian Marketplace, for example, this section.ย
โAtlassianโ means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916), the ย owner and provider of the Atlassian Marketplace and a reseller of the Apps available through ย Atlassian Marketplace.ย
โCloud appโ means an App available for use via cloud.
โControlโ or โOwnโ means the power to directly or indirectly exercise decisive influence in ย the corporation according to applicable laws on beneficial ownership.ย
โDocumentationโ user manuals, FAQ or support pages, information contained on an App ย Page, and other documentation related to the App provided by us in electronic or online ย form, including in our documentation section.ย
"End User" means the specific individual you or your Affiliate designates and permits or ย invites to use the App. For the avoidance of doubt individuals invited by your End Users, ย individuals under managed accounts, and individuals interacting with an App as your ย customer are considered your End Users.ย
โResellerโ means Atlassian, Atlassian Solution Partners (as defined by Atlassian) or other ย Atlassian authorized resellers, through which you have obtained the App from the Atlassian ย Marketplace.ย
โScope of Useโ means the extent to which you may use the App as may be specified in the ย ordering documentation, which includes, as applicable: (i) the number and types of End ย Users, (ii) storage or capacity (for Cloud Apps), (iii) numbers of licenses, copies or instances ย (for Software Apps), (iv) domain(s) associated with your use of Cloud Products (for Cloud ย Apps), (v) entity, division, business unit, website, field of use or other restrictions or billable ย units (for Software Apps), (vi) term or subscription period, (vii) scope of the App's ย background service usage, and (viii) other conditions, limitations or restrictions.ย
โSoftware Appโ means an App downloadable from the Atlassian Marketplace and designed ย to run in your instances of Atlassian Products behind your firewall. Software App include any ย โServerโ or โData Centerโ deployments of our App.ย
โSensitive Dataโ means any (i) categories of data enumerated in European Union ย Regulation 2016/679, Article 9(1); (ii) patient, medical or other protected health information ย regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) ย other information subject to regulation or protection under specific laws such as the Gramm Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driverโs license ย numbers or other government ID numbers; or (vi) any data similar to the foregoing that is ย protected under foreign or domestic laws or regulations.ย
โSLAโ means terms and conditions that define the support level for an App as may be ย provided at Support.
โThird-Party Servicesโ means software platforms, services, plug-ins, applications, ย components developed and/or provided by Atlassian (e.g. the Atlassian Marketplace, ย Atlassian Products, etc.) or by other Atlassian vendors and software developers.ย
โYour Dataโ means your content, code, materials, information of any type that you (including ย any of your End Users) submit, upload, transmit or otherwise make available to Cloud Apps.ย
Ownershipย
We, our Affiliates and/or our licensors own all rights, title and interest, including all worldwide ย intellectual property rights in the App and the trademarks, service marks and logos contained ย therein.ย
App is licensed to you directly by us, not sold, irrespective of the use of terms such as ย โpurchaseโ or โsaleโ.ย
The ownership of Your Data shall remain with you. Subject to the Agreement, and solely to ย the extent necessary to provide the App to you, you grant us a worldwide, limited term ย license to access, use, process, copy, distribute, perform, export, and display (including ย reformatting and modification for display in an App) Your Data. ย
License Grantย
Subject to the terms and conditions of this Agreement and provided you have paid the ย applicable fee (unless the App is provided free of charge or during a free trial), you are ย granted a limited, worldwide, non-exclusive, non-transferable, non-assignable, non sublicensable and revocable license to (i) download and install one production instance ย (except for the trial period) of the App on systems owned or operated by you (for Software ย App), (ii) access (for Cloud App) and use the App for a single instance of your Atlassian ย Product in support of your own business needs, as applicable, during the term of the ย Agreement or the applicable subscription term:
i. for paid Apps - according to (a) the Scope of Use, (b) the license terms and ย conditions contained in the โPricingโ section of the App Page, (c) the scope and limits ย of the App's background service usage contained in the โBackground service usageโ section and (c) Documentation;ย
ii. for free Apps โ according to the terms specified in Documentation.ย
You may make and use one copy of a Software App for disaster recovery or business ย resumption purposes.ย
No other right, title or interest is granted except as expressly stated in this Agreement.ย
License is granted subject to the condition that you must ensure the maximum number of ย End Users that are able to simultaneously access and use the App is less or equal to the ย number of End Users for which the necessary fees have been paid. The maximum number ย of the End Users will be determined by the license tier you have chosen when ordering the App and within the scope and limits of the App`s Background Service Usage.
You acknowledge that the App will only function if its license tier matches the tier of the ย Atlassian Product the App is used with.ย
There may be storage limits associated with a particular Cloud App. Such limits, if imposed, ย will be described on the App Page or in other Documentation.ย
You shall purchase a separate license and use a separate instance of the App for each ย instance of the Atlassian Product.ย
License Restrictions
Except as otherwise expressly permitted in the Agreement, you shall not:ย
i. Reverse engineer, decompile or disassemble the App or otherwise seek to obtain or ย derive the source code, underlying ideas or algorithms, except as permitted by law.ย
ii. Adapt, alter, modify, translate, make any attempt to create derivative works of/from ย the App.ย
iii. Defeat, bypass, disable, interfere with or otherwise circumvent any license key ย mechanism in the App or otherwise circumvent mechanisms in the App intended to ย limit its use.ย
iv. Attempt to access or use the App other than by using the Access Credentials or as ย otherwise made available or permitted by us.ย
v. Remove or alter any our or third partyโs trademark, logo, copyright or other ย proprietary notices, legends, symbols or labels.ย
vi. Redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer the ย App or any rights or interest therein, or provide access to the App to a third party.ย
vii. Use the App for competitive analysis or to build competitive products.ย
viii. Use the App to generate and send spam and unsolicited advertising in case the App ย lets you send messages. You must determine whether any anti-spam, advertising, e commerce or data protection laws apply to you based on the country where you, your ย contacts or customers are located, and comply with those laws when using the App.ย
ix. Use the App to submit, upload, post, share, store, transmit or otherwise provide Your ย Data, as well as other text, images, videos, sounds, music, code, or files containing ย such content that is unlawful, obscene, harmful, threatening, harassing, defamatory ย or hateful or that contain objects or symbols of hate, invade the privacy of any third ย party, contain nudity (including without limitation any pornography), is deceptive, ย threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar orย
violent or constitute hate speech or is otherwise objectionable in our opinion, ย infringes the intellectual property rights or violates the rights of any third party ย (including without limitation copyright, trademark, patent, trade secret, or other ย intellectual property right, or moral right, right of publicity, personal data rights or any ย confidentiality or fiduciary obligations), or otherwise violates or promotes the violation ย of the rights of any third party, contains software viruses or any other computer code, ย files, or programs designed to interrupt, destroy or limit the functionality of any ย computer software, or interferes with the access of any user, host or network.ย
x. Use the App in any manner not authorized by this Agreement.ย
xi. Encourage or assist any third party to do any of the foregoing.ย
We have no obligation to monitor any content submitted to the App. However, if we deem ย such action necessary, we may remove Your Data or other content from the App. We have ย no liability to you for removing Your Data or other content from or suspending your access to ย any App as described herein.ย
Payment, Subscriptions, Renewals, Refunds, Deliveryย
The pricing terms and conditions are set out in the โPricingโ section of the App Page and are ย subject to change.ย
Cloud App is subscription-based.ย
The Reseller will deliver the applicable license keys (for the Software App) or subscription ย instructions (for Cloud Apps) to the email address(es) you specified to Reseller. All deliveries ย will be electronic. You are responsible for installation of the App and its compatibility with ย your systems, hardware, software and services.ย
Any and all payments, delivery, renewals, subscriptions and refunds are handled by and ย managed through the Reseller. We are not a part of these arrangements, which are ย exclusively between you and the Reseller, and are not responsible for the processing ofย
payments, delivery, renewals, subscription management or refunds, and shall not be held ย liable for any matter in connection therewith. Please refer to the โPricingโ section of the App ย Page and to the applicable Atlassian Marketplace Terms for more information about pricing, ย delivery, billing, subscription management, renewals and payment terms.ย
End Users; Administratorsย
Only End Users may access and use the App. The App may allow you to designate various ย types of End Users, in which case their access rights may vary according to the type of End ย User. ย
The usage of the App`s Background Service Usage may be subject to limits as designated by us ย from time to time at the โBackground service usageโ section.ย
You may also permit your customers to have limited access to certain App as End Users (for ย example, as part of your support of your products and services), provided that (i) you have ย entered into valid and binding agreements with your customers that require them to comply ย with the applicable terms of this Agreement, including any conditions or restrictions with ย respect to the use of, or access to the App, (ii) the purpose of your customerโs access and ย use of your instance of the App is solely ancillary or conductive to their use of your products ย and services, (iii) your customers may not receive any administrative, configuration or similar ย access to the App, and (iv) you do not charge your customers for such access to the App. ย For the avoidance of doubt, your customers are not parties to, or third-party beneficiaries ย under the Agreement. Notwithstanding anything to the contrary in this Agreement, we have ย no direct or indirect warranty, indemnity or other liability or obligations of any kind to your ย customers.ย
You are responsible for the activities and for compliance with this Agreement of all your End ย Users, including how they use Your Data, even if they are not from your organization or ย domain.ย
The use of the App by you and End Users must fall within the Scope of Use, be according to ย Documentation and be solely for your or your Affiliatesโ benefit. We are only required to ย provide the App to those End Users for whom you have paid the applicable fees (for paid ย App), and only such End Users are permitted to access and use the App.ย
You are solely responsible for the internal management and administration of the App within ย your organization. You are responsible for understanding and using the settings and controls ย for the Apps and for controlling whom you allow to become an End User.
You are responsible for whom you allow to become App administrators and any actions they ย take, including enabling/disabling the App, creating, de-provisioning, monitoring or modifying ย End User accounts, setting End User usage permissions, and managing access to Your ย Data by End Users or others.ย
You will provide all required disclosures to and will obtain and maintain all required consents ย from End Users to allow:ย
i. Administrators to have the access described in the Agreement; and ii. Our provision of the App to End Users (including Administrators).ย
The App is not intended for, and should not be used by, anyone under the age of 16. You ย are responsible for ensuring that all End Users are at least 16 years old.ย
Access Credentialsย
If the App requires Access Credentials you must ensure that all End Users keep them strictly ย confidential and do not share such information with any unauthorized person. Access ย Credentials are granted to and are associated with a particular individual and may not be ย shared. You and End Users may not convey, transfer or otherwise disseminate Access ย Credentials or their parts to any other person, entity or organization.ย
You accept responsibility for the confidentiality and use of Access Credentials that you may ย receive for your End Usersโ access to the App and for their use. You accept responsibility for ย all activities that occur under your and End Userโs Access Credentials. You agree to notify ย us without undue delay if you become aware of any loss, theft or unauthorized use of Access ย Credentials.
Evaluation Licenseย
An App may be provided for a free trial period for you to assess its features and ย performance. Evaluation license is granted for evaluation purposes only, and for a limited ย period of time.ย
Atlassian is responsible for setting out trial terms and conditions and their extension (if ย applicable), which may vary for Cloud App and Software App. Please, refer to the โPricingโ ย section of the App Page for more information.ย
Third Party Software and Servicesย
The App may be connected, interoperate or work with, and/or utilize Third-Party Services. You recognize and acknowledge that:ย
Your use of any Third-Party Service and information will be governed by the applicable ย license agreements or terms of services, if any, with such third party. You shall comply with ย the terms of these agreements. WE ARE NOT RESPONSIBLE FOR PERFORMANCE ย AND/OR RELIABILITY OF ANY THIRD-PARTY SERVICES AND WILL HAVE NO ย LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD-PARTY SERVICES. WE ย MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO ย THIRD PARTY SERVICES.ย
We do not conduct investigations or reviews of any of Third-Party Services, and do not ย recommend, endorse or approve of any of them.ย
10. Supportย
The purchase price of a Software App includes version updates (maintenance) and support.
Maintenance and support for Software App are provided for a prepaid period of one, two or ย three years, or for other term as agreed by you and the Reseller. The pricing details and the ย terms of the support and maintenance renewal can be found in the โPricingโ section of the ย App Page.ย
A Cloud App is supported as long as your subscription is active.ย
We do not provide support and maintenance for free App. We may provide support and ย maintenance for free App at our sole discretion and on our own ad hoc terms.ย
We provide support services in accordance with our SLA.ย
App support includes an online FAQ, online documentation and support through online ย helpdesk (ticket system) or via email. Support is available in English. At our discretion we ย may make it available in other languages or through other communication channels.ย
By submitting a support request you authorize us to access your accounts, End User ย accounts and your App as necessary to respond to the support request.ย
We will make updates or upgrades available for the App, if and when available.ย
For the avoidance of doubt, support and maintenance do not include any training, custom ย software development or implementation of custom features for the App, or any assistance ย with the Atlassian Product or any other Third-Party Service, their updating, maintenance or ย support.ย
11. Publicity Rightsย
You give us consent to use your name and to include a link to your website for the purposes ย of mentioning you as our customer or as a user of an App, and to describe our or our ย Affiliateโs role in relation to the App and/or the services provided to you (if applicable), in any ย form for any promotional, publicity, marketing or advertising purpose in any media, on anyย
website including, but not limited to Atlassian Marketplace, our or our Affiliatesโ websites, ย portfolios, or in other promotional materials and media. You can withhold this consent at any ย time by sending a request to support@sykorait.com. or creating a ticket in our helpdesk ย system.ย
12. Your Feedbackย
If you choose to communicate to us any feedback, ideas or suggestions for improvement of ย the App, you grant us free-of-charge, perpetual, irrevocable, non-exclusive, transferable right ย to use, modify, share, distribute and communicate such feedback for any and all commercial ย or non-commercial purposes, without charge and free of any obligation of attribution. You ย warrant that any such feedback you communicated to us is not subject to any license or any ย other third-party right and it is not confidential information.ย
13. Security, Data Collection and Privacy Policyย
We implement and maintain physical, technical and administrative security measures ย designed to protect Your Data from unauthorized access, destruction, use, modification, or ย disclosure. Please refer to an App-specific โSecurityโ page for more information.ย
You authorize us to collect and use technical data and related information (including ย technical information relating to your devices, systems, and the App), in non-personally ย identifiable form, to facilitate the provision of updates, product support, marketing efforts and ย other services to you related to the App. We may use this information, as long as it is in a ย form that does not personally identify individual users, for our statistical and analytical ย purposes and to improve our products or to provide services or technology to you.ย
Any information and data that we collect from you, your End Users or the devices and ย systems used by you and your End Users will be subject to our Privacy Policy and App specific data collection policies.ย
By entering into this Agreement, you agree that our Privacy Policy and the App-specific data ย collection and/or data retention policy, as they exist at any relevant time, shall be applicable ย to you and your End Users.
If you are subject to the territorial scope of the General Data Protection Regulation (GDPR), ย you can request and complete our Data Processing Addendum.ย
14. Representations and Warrantiesย
You (including anyone acting on your behalf) represent, warrant and covenant that:ย
i. You have the full right, power, and authority to enter into and fully perform this ย Agreement.ย
ii. Your use of the App is in compliance with applicable laws and Atlassian terms.ย
iii. You have obtained all necessary rights, releases and permissions to submit all Your ย Data and other content described in Section 4 to the Apps and to grant the rights ย granted to us in the Agreement.ย
iv. Your Data and its submission and use as you authorize in the Agreement will not ย violate any of your or third-party policies or terms governing Your Data.ย
v. Your Data, other content described in Section 4 and/or the exercise of any rights ย granted under this Agreement by you will not violate any laws, contain any ย defamatory material, or violate or infringe any intellectual property, proprietary, ย privacy or other rights of any person or entity (including contractual rights, copyrights, ย trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, ย or privacy, or moral rights).ย
vi. You will not submit to the App or use the App to collect any Sensitive Data. We represent, warrant and covenant that:
vii. We have the full right, power, and authority to enter into and fully perform this ย Agreement.ย
viii. We own or otherwise have all rights necessary to provide the App and grant the ย rights and licenses granted in this Agreement, without infringing any third party's ย rights.ย
ix. We use commercially reasonable efforts to ensure that the App does not include at ย the time of delivery to you, any "worms," "viruses,'' โTrojan horsesโ, โspywareโ, โback ย doorsโ, โtime-bombsโ, โeaster eggsโ, or "lock out" or "self-destruct" devices, or any ย other code intended to disable, limit, restrict, disrupt or provide, enable or allow ย unauthorized access to the App or to your information systems and networks. For the ย avoidance of doubt, we are not responsible for harmful materials submitted by you or ย End Users).ย
15. Disclaimers of Warrantiesย
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14 ABOVE, THE APP AND SUPPORT ย ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR ย IMPLIED. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND ย WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ย FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, ย EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY ย INVALID. YOU ASSUME RESPONSIBILITY FOR SELECTING THE APP TO ACHIEVE ย YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND ย RESULTS OBTAINED FROM THE APP OR INFORMATION MADE AVAILABLE VIA THE ย APP. WITHOUT LIMITING THE FOREGOING PROVISIONS, WE MAKE NO WARRANTY ย THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER ย FAILURES, THAT THE APP WILL MEET YOUR REQUIREMENTS, OR THAT WE WILL ย PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT ย USE OF THE CLOUD APP NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA ย OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE ย NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR ย STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR ย SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR ย DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL ย NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS,ย
INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF ย THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS ย OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY ย RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, ย WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.ย
16. Limitation of Liabilityย
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE ย LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, ย CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED ย REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ย THE USE OF OR INABILITY TO USE THE APP, EVEN IF A PARTY HAS BEEN ADVISED ย OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF ย LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE ย APPLICABLE JURISDICTION. NEITHER PARTYโS AGGREGATE LIABILITY TO THE ย OTHER SHALL EXCEED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ย OR ANY OTHER FORM OR CAUSE OF ACTION, THE TOTAL AMOUNT ACTUALLY ย RECEIVED BY US UNDER THIS AGREEMENT FOR YOUR USE OF THE APP DURING ย THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ย AROSE. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR ย AGGREGATE LIABILITY TO YOU IN RESPECT OF A FREE APP SHALL BE US$20. THIS ย SECTION SHALL NOT APPLY TO EITHER PARTYโS EXPRESS INDEMNIFICATION ย OBLIGATIONS IN THIS AGREEMENT, OR TO YOUR BREACH OF THE LICENSE ย RESTRICTIONS. The parties agree that the limitations specified in this Section will survive ย and apply even if any limited remedy specified in this Agreement is found to have failed of its ย essential purpose.ย
To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities ย with respect to free Apps, including any maintenance, warranty, and indemnity obligations.ย
Other than our express obligations under Section 13, we assume no responsibility or liability ย for Your Data, and you are solely responsible for Your Data and the consequences of ย submitting and using it with the App.ย
Neither party shall be liable for any loss resulting from a cause over which it does not have ย direct and reasonable control, including but not limited to, the failure of electronic or ย mechanical equipment or communication lines, Internet, telephone or other interconnect ย problems, unauthorized access, theft, your errors, or events of force majeure.
17. Indemnificationย
Indemnification by You. You agree to indemnify, defend and hold harmless us, our Affiliates, ย officers, directors, employees and agents from and against any and all claims, costs, ย liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind ย and nature, arising from or relating to (i) your breach of your obligations in relation to End ย User consent (Section 6); (ii) any claims or disputes brought by your End Users arising out of ย their use of App; (iii) your breach (or alleged breach) of your representations and warranties; ย or (iv) Your Data.ย
Indemnification by Us. We agree to indemnify, defend and hold harmless you, your Affiliates, ย officers, directors, employees and agents from and against any and all claims, costs, ย liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind ย and nature, arising from or relating to infringement of any third-party patent, copyright or ย trademark, or misappropriation of any third-party trade secret, by your use of the paid App up to the 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.ย Our indemnification obligations above do not apply: (i) if the total aggregate fees we receive ย with respect to your subscription or license to the App in the twelve (12) month period ย immediately preceding the claim is less than US$25,000; (ii) if the App is modified by any ย party other than us, but solely to the extent the alleged infringement is caused by such ย modification; (iii) in case of unauthorized use of the App; (iv) to any claim arising as a result ย of Your Data or circumstances covered by your indemnification obligations in subsection ย โIndemnification by Youโ; or (v) if you settle or make any admissions with respect to a claim ย without our prior written consent. This subsection sets forth our sole liability and your ย exclusive remedy with respect to third party claims of intellectual property rights infringement ย in connection with any App.ย
As a condition to the partiesโ obligations under this Section, the indemnified party must ย provide to the indemnifying party (i) prompt written notice of the claim (and in any event ย notice in sufficient time for us to respond without prejudice), (ii) the exclusive right to control ย and direct the investigation, settlement and defense (if applicable) of the claim (and, in no ย event, will the indemnifying party agree to any settlement or admission of fault or liability on ย the part of the indemnified party without the written consent of the indemnified party), and (iii) ย all reasonable necessary cooperation.ย
18. Modificationsย
We reserve the right, at any time and at our sole discretion:
i. To modify or revise this Agreement.ย
ii. To update or modify Documentation.ย
iii. To make changes, update or discontinue our App or any of their features and ย functionality at any time.ย
iv. To terminate or restrict access to the App.ย
This Agreement applies in the version as updated from time to time even if not expressly re agreed. We shall inform you by making an in-App notification or via e-mail in advance of any ย changes to the Agreement where such occur. ย
You may be required to click through the updated Agreement to show your acceptance. If ย you do not agree with the updated Agreement after it becomes effective, you may terminate ย the Agreement and discontinue use of the App immediately.ย
Your continued use of the App after a change or update has been made will constitute your ย acceptance to the amended Agreement.ย
19. Term and Terminationย
This Agreement shall commence upon first installation, download, subscription to or use of ย the App by you, whether the App is provided for evaluation, as a fully licensed version, or in ย any other form.ย
Unless earlier terminated as set forth herein or terminated due to the expiration of the trial ย period, this Agreement shall be effective as of the Effective Date and expire:ย
i. on the date of expiration or termination of the applicable subscription term (for Cloud ย App), or
ii. on the expiration date indicated in your account with Atlassian, unless earlier ย terminated in accordance with this Agreement (for Software App).ย
You may terminate this Agreement at any time, for any reason or no reason upon written ย notice to us. Written shall mean also e-mail or electronic via-App notification. ย
Without limiting other remedies, we may suspend or terminate this Agreement with you, or ย may terminate or suspend your use of the App at any time and with no liability to you by a ย written notice with immediate effect if:ย
i. Atlassian terminated its vendor agreement with us.ย
ii. You breach any term of this Agreement.ย
iii. You infringe on our or our Affiliatesโ proprietary rights, rights of privacy, or intellectual ย property rights.ย
iv. You have been engaged in other actions relating to or in the course of using the App ย that may be illegal or cause liability, harm, abuse or disruption for you, other ย customers, us, any other third parties, or for any of our Apps.ย
v. We have not received our payment pertaining to your use of the App from the ย Reseller.ย
vi. It is required by law.ย
vii. We ceased offering or discontinued the App.
We may terminate your right to use free Apps at any time and for any reason or for no ย reason in our sole discretion, without liability to you.ย
Your license will end upon any termination of this Agreement, even if it is identified as ย โperpetualโ or if no expiration date is specified when you ordered the App.ย
Upon expiration or termination, all license grants end and you must destroy and permanently ย erase all copies of the App and Documentation and cease all use.ย
Unless otherwise stated in an applicable data retention policy, You will not have access to ย Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or ย termination of the Agreement, so you should make sure to export Your Data during the term ย of the Agreement.ย
Notwithstanding the above, in relation to paid Apps, prior to expiration of the Transition ย Period (as defined in section 11.3(a) of the Atlassian Marketplace Partner Agreement) the ย following will apply:ย
i. For Cloud App we will make the App available to you on a hosted basis until the ย conclusion of any Surviving Term (as defined in section 11.3(b) of the Atlassian ย Marketplace Partner Agreement).ย
ii. When we continue to provide the App but have taken it down from the Atlassian ย Marketplace, where possible, we will use commercially reasonable efforts to move ย you to our non-Atlassian license mechanism.ย
Whatever the cause of termination is, you will not receive any credits or refunds for any ย license or support fees which you may have paid in advance (including fees for a perpetual ย license), except as may otherwise be provided by the Atlassian Marketplace Terms. You ย agree and acknowledge that the Resellers are responsible for refunds (if any), and ย you will not request any refunds from us.ย
The following provisions will survive any termination or expiration of this Agreement: ย Sections 2 (Ownership), 4 (License Restrictions), 5 (Payment, Subscriptions, Renewals, ย Refunds, Delivery), 9 (Third Party Software and Services), 11 (Publicity Rights), 12 (Yourย
Feedback), 14 (Representations and Warranties), 15 (Disclaimer of Warranties), 16 ย (Limitation of Liability), 17 (Indemnification), 19 (Term and Termination), 20 (Dispute ย Resolution; Governing Law), and 21 (Miscellaneous).ย
20. Dispute Resolution; Governing Lawย
Informal Resolution. In the event of any controversy or claim arising out of or relating to this ย Agreement, the parties will consult and negotiate with each other and, recognizing their ย mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not ย reach settlement within a period of thirty (30) days, either party may pursue relief as may be ย available under this Agreement pursuant to subsections โChoice of Lawโ and โLocation for ย Resolving Disputesโ. All negotiations pursuant to this subsection will be confidential and ย treated as compromise and settlement negotiations for purposes of all similar rules and ย codes of evidence of applicable legislation and jurisdictions.ย
Choice of Law. You agree that the laws of the Czech Republic govern this Agreement, its ย subject matter, any action related to this Agreement, and any claim or dispute that may ย arise, without regard to the conflict of laws rules, and that the United Nations Convention on ย Contracts for the International Sale of Goods shall have no applicability.ย
Location for Resolving Disputes. You further agree that any disputes or claims related to this ย Agreement will be resolved by a competent state court located in the Czech Republic. BY ย ENTERING THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT ย OTHERWISE HAVE AGAINST US AND/OR OUR AFFILIATES BASED ON THE LAWS OF ย OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING ย TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATES COURTS IN THE ย CZECH REPUBLIC OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) ย SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR ย THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS. Nothing in this ย Section shall limit our right to take proceedings against you in any other court of competent ย jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the ย taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent ย permitted by the laws of such other jurisdiction.ย
21. Miscellaneousย
Consent to Receive Communications in Electronic Form. For contractual purposes, you:
i. Consent to receive communications from us in an electronic form via the emailย address(es) you have submitted or using other electronic means of communication; andย
ii. Agree that this Agreement and all other agreements, notices, disclosures, and other ย communications that we provide to you electronically satisfy any legal requirement that ย such communications would satisfy if it were in writing.ย
Independent Contractors. The parties are independent contractors. This Agreement will not ย be construed as constituting either party as a partner of the other or to create any other form ย of legal association that would give either party the express or implied right, power or ย authority to create any duty or obligation of the other party.ย
Severability. If any provision of this Agreement is held to be unenforceable, this Agreement ย will remain in effect with the provision omitted, unless omission would frustrate the intent of ย the parties, in which case this Agreement will immediately terminate.ย
Export/Import Laws. You must ensure that you comply with any applicable export or import ย rules, regulations and restrictions applicable to your licensing or use of the App.ย
Assignment. You may not assign or transfer the Agreement without our prior written consent, ย except that you may assign all of your rights and obligations under this Agreement to any ย legal entity without consent in connection with a merger or the sale of all or substantially all ย of your assets as long as (i) you give us written notice of any such assignment at least fifteen ย (15) days before such assignment and (ii) the assignee agrees in writing to be bound by all ย terms and conditions of this Agreement. We may freely assign, transfer, and delegate our ย rights and obligations under this Agreement. You acknowledge and agree that our Affiliates, ย contractors and service providers may exercise all our rights under the Agreement.ย
Entire Agreement. This Agreement is the entire agreement between you and us relating to ย its subject matter. It supersedes all prior or contemporaneous oral or written ย communications, proposals, representations and warranties and prevails over any conflicting ย or additional terms of any quote, order, acknowledgment, letter or other communication ย between the parties relating to its subject matter during the term of this Agreement. This ย Agreement does not give any third party any rights or remedies hereunder.
22. Contact Us & Supportย
With regard to SLA, we usually offer a response time of 24 hours (next working day). The ย working hours are Mon-Fri from 9 a.m. to 5 p.m. Support may be limited during the Czech ย public holidays. The support requests can be reported via our ย
portal https://support.sykorait.com or by e-mail support@sykorait.com.
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