AETY END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING AND INSTALLING THE SOFTWARE, AS THIS END USER LICENSE AGREEMENT AMONG OTHERS CONTAIN RESTRICTIONS OF YOUR RIGHTS AND LIMITATIONS OF OUR OBLIGATIONS.
AETY END USER LICENSE AGREEMENT
- 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.
- 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 wants to continue to use the Software after the end of an offered trial period, the End User will 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 https://aetyio.atlassian.net/wiki/spacedirectory/view.action.
3.END USER’S SECURITY EXAMINATION
- During download and before deploying the Software End User shall undertake appropriate and adequate scanning of the Software including but not limited to a scanning for virus, malware or other feature that may pose a risk for the End User’s operating environment.
- The Software can only be operated together with the corresponding Atlassian software.
- The End User accepts and warrants that the End User at all times shall have a valid license to the corresponding Atlassian software in order to be able to operate and use the Software.
- 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.
6.INTELLECUAL PROPERTY RIGHTS
- Aety shall own and retain all right, title and interest in and to the Software, all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.
- Any suggestions, improvements or other input received from End Users shall become the exclusive property of Aety and shall not vest any kind of rights in the End User or the person(s) providing the input.
- The End User shall not: (i) use the Software in any manner or for any purpose that violates this EULA, any law or regulation, including but not limited to export laws, any right of Aety or third party, including but not limited to intellectual property rights; (ii) sell, distribute, assign, transfer, monitor or copy all or any portion of the Software or any source or object code made available as part of the Software to any third party; (iii) reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Software or parts of the Software or attempt to do or have any of the foregoing done; (iv) interfere with or disrupt the Software; or (v) rent, lease, loan or provide any other party access to the Software. The foregoing shall not apply if expressly permitted elsewhere in this EULA or permitted in applicable law.
7.WARRANTY AND DISCLAIMER
- Aety shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimizes errors and interruptions.
- Aety does not warrant that the Software will be compatible with a later version of the corresponding Atlassian software when Atlassian releases a new software version. End User needs to verify that the Software is compatible with a given version, before upgrading its Atlassian software to that particular version.
- AETY DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS (OUTPUT) THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE IS PROVIDED “AS IS” AND AETY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Aety shall hold the End User harmless from liability to third parties resulting from infringement by the Software of any patent or any copyright or misappropriation of any trade secret, provided Aety is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and settlement of any claims; Aety will not be responsible for any settlement which it has not approved in writing.
- The foregoing obligations do not apply with respect to portions or components of any Atlassian installation (i) not supplied by Aety, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) any output (iv) where the End User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where the End User’s use of the Software is not strictly in accordance with these Terms.
- If, due to a claim of infringement, the Software is held by a court of competent jurisdiction to be or is believed by Aety to be infringing, Aety may, at its option and expense (a) replace or modify the Software to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the End User a license to continue using the Software or, if neither of the foregoing is commercially practicable, (c) terminate this EULA and the End User’s rights hereunder and provide the End User a refund of any prepaid, unused fees for the Software.
9.LIMITATION OF LIABILITY
- 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 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.
10.SUPPORT AND MAINTENANCE
- 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 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 the 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.
- 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.
- 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
- For as long as this EULA is in force the End User hereby allows Aety and its consolidated companies to use the End User’s company name and logo as well as any relevant global trademarks in Aety’s marketing material, including the publication of ”win announcements”.
- Aety shall also be allowed to display the End User’s logo as a reference on online websites and platforms without the prior acceptance from the End User.
- Aety shall also be allowed to contract End User to have End User contribute to customer quotes and case stories. Aety must always obtain End User’s permission before publishing case stories and quotes.
- The usage of company name and logo must be loyal and comply with any available brand guidelines for the use of the End User’s logo, etc.
- By accepting this EULA the End User hereby accepts that Aety may use any received e-mail or mobile number belonging to End User to send relevant marking information, invitations to events and other sales promotion information to the End User and its employees. End User can at any time opt-out of this permission be using the opt out mechanism in the received message or by informing Aety directly.
Copenhagen December 2019