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AETY END USER LICENSE AGREEMENT

1.SCOPE SCOPE

• The software regulated by this end user license agreement is produced and offered for download by Aety ApS (“Aety”) on the terms in this end user license agreement (“EULA”)
• This EULA regulates the use of the Aety add on software (“Software”) to software manufactured and licensed by Atlassian Pty Ltd. (“Atlassian”) offered for download and sale on the Atlassian online marketplace (“Marketplace”).
• By downloading, installing and/or using any part of the Software the legal entity/company using the Software becomes a party to this EULA and will become the end user (“End User”).
• The individual downloading and installing the software on behalf of the End User represent and warrant that he/she has the power to bind the End User. Furthermore the individual accepts that he/she may become personal liable, if the End User disputes to be bound by this EULA including but not limited that the End User rejects to pay issued invoices covering applicable fees.

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• The Software is provided through the Marketplace, as is, without any sales assistance or vendor advice. Thus, the End User shall exclusively determine the Software’s suitability and fitness for purpose.
• The Software is for professional use only.
• If offered by Aety, the End User may use the Software in an offered trial period to determine whether the Software is fit for purpose. If the End User does not uninstall wants to continue to use the Software at after the end of an offered trial period, the End User will be obligated to pay applicable fees until the End User in accordance with clause 11 terminates this EULAwill have to buy a license, at the Software will be deactivated at the end of the trial period.
• Aety may offer a beta version of the software, which is a version still undergoing development. A beta version is only released for testing purposes and the beta version MAY NOT be used as part of the End Users operating environment. The Beta version shall either be uninstalled or replaced by the Software once the first final version of the Software is released.
• The software will be compatible with Atlassian software mentioned on aety.io and shall be operated in the same it environment as the supported Atlassian software.
• Any Software documentation is provided as a service and can be found on aety.io https://aetyio.atlassian.net/wiki/spacedirectory/view.action.

3.END USER’S SECURITY EXAMINATION

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• Aety grants the End User a non-transferable, non-sub-licensable, non-exclusive license (the “License”) to use the Software in object code form only.
• The Software may be operated by a third party on behalf of End User, if the Software supports hosting and external access.
• The license shall remain in force for as long the applicable fees are paid in a timely manner.
• The license allow the End User to use the Software for the number of authorized and if applicable named users, as detailed in the Atlassian licence for the corresponding Atlassian software.
• The use of the Software is for internal use, including use with their own customers, only, as no commercial use is allowed.
• The End User is only allowed to have other entities use the Software if the End User has a valid enterprise license allowing for the use. Only legal entities with in the same corporate group as defined under applicable law are allowed use or make use of the Software under an enterprise license.

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• NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AETY AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL DEVEOPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS EULA AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND AETY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE END USER TO AITY AETY FOR THE USE OF THE SOFTWATE IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT AETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• If either party is prevented from fulfilling its obligations under this EULA as a result of extraordinary events beyond the control of the party, including acts of God, and which the party could not have foreseen when the Terms where accepted by the End User (force majeure), this shall not be considered a breach.
• Neither of the parties shall be liable for a failure to fulfil their obligations under this EULA if the failure to perform is due to force majeure as set out in the clause above.
• The End User hereby agrees to indemnify and hold harmless Aety against any damages, losses, liabilities, settlements and expenses (including and without limitation costs and attorneys’ fees) in connection with any claim or action that arises from the End User’s use or misuse of the Software, in particular any claim or action based on an alleged copyright infringement.

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• Subject to End User paying applicable fees in a timely manner Aety will provide:
  • Online technical support to the End User, as further detailed from time to time on aety.io. the Atlassian marketplace product listing. Support is as a minimum provide in written Danish and English.
    • The online technical support is for the sole purpose of addressing technical issues relating to the use of the Software. The online technical support cannot be used for any kind for training in the use of the Software.
  • Maintenance of the Software by releasing updates to the Software including patches with error corrections, updates of existing functionality and compatibility to later versions of the corresponding Atlassian software.
    • Maintenance will be provided as further detailed on aety.iothe Atlassian marketplace product listing.

11.TERM AND TERMINATION

• Aety may terminate is obligation to provide support and maintenance with a notice of 6 month to End User, unless otherwise agreed in connect with payment of an applicable periodic fee.
• The End User may terminate the License at any time by uninstalling the Software and notifying Aety of the installment . Unless the installment and notification has been done more than six (6) month prior to any new license period (if the Software Any refund is subject to a periodic fee payment) than the End User shall be obligate to pay for an additional termbeing entitled to a refund from Atlassian under the Atlassian end user license agreement/agreed fee model/terms of use of the Marketplace, as Atlassian is the vendor of the Software.
• If the End User does not pay applicable fee on due date to Atlassian, Aety or Atlassian may, with a written notice of 30 days, terminate this EULA and any future use of the Software, provided however that the End User has not paid the fees due within the 30 days’ notice. 
  • Once the EULA has been terminated, End User shall immediately uninstall all copies of the software and cease any use of the Software.
  • End User shall be liable for any unpaid fees and any costs associated with the collection of such unpaid fees regardless whether such collection is done by Atlassian, Aety or a third party on behalf of either of the aforementioned.

12.MISCELLANEOUS

• If any provision of this EULA is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this EULA will otherwise remain in full force and effect and enforceable. The End Users rights and obligations under this EULA are not assignable, transferable or sub licensable by the End User except with Aety’s prior written consent. Aety may transfer and assign any of its rights and obligations under this EULA without consent. This EULA is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of use of Software. All waivers and modifications of this EULA must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this EULA and the use of the Software, and the End User does not have any authority of any kind to bind Aety in any respect whatsoever or in any action or proceeding to enforce rights under this EULA. All notices under this EULA will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail (return receipt requested).
• This EULA and any use of the Software shall be exclusively governed by the laws of the Kingdom of Denmark without giving effect to the Danish conflict of law rules that may lead to the application of the laws of another country but Denmark.
• Any controversy or claim arising out of or relating to this EULA and the use of the Software, or the breach thereof, shall be settled by arbitration administered by the Danish Institute of Arbitration (Copenhagen Arbitration) in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The expedite procedure shall be applied for any dispute for an amount less than EURO 75,000. The arbitration clause shall exclude any class action lawsuits or arbitration proceedings.
• Should the above arbitration clause be set aside, the Customer agrees not to take part in or to be a party to any class action lawsuits against Uizard.

Copenhagen December 2019