Concepts and Beyond Add-On End User License Agreement
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This Agreement constitutes the “Publisher’s EULA” for the purposes of Section 3(a) of the Atlassian Marketplace Terms of Use .
1. Definitions
“Agreement” refers to this Concepts and Beyond Inc. Add-On End User License Agreement (for Add-Ons distributed through Atlassian Marketplace). This Agreement is not applicable to Vendor’s add-ons distributed by Vendor or its partners directly, or otherwise distributed not through Atlassian Marketplace. In such case, please, refer to the license agreement and SLA terms (if any) accompanying your order.
“Add-On” means a software application developed and distributed by Vendor that you obtain through Atlassian Marketplace (either paid or free-to-use) including Documentation and any upgrades, modified or subsequent versions, updates, or error corrections provided by Vendor.
“Host Application” means a software application developed and distributed by Atlassian with which Add-On is designed to interoperate or work with (e.g. Confluence, Bitbucket, Jira).
“Atlassian Marketplace” means an online marketplace for server and cloud add-ons, owned and operated by Atlassian and available at https://marketplace.atlassian.com/ .
“Atlassian” means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916), the owner and provider of Atlassian Marketplace and a reseller of Add-Ons available through Atlassian Marketplace.
“Documentation” any user manuals, FAQ or support pages, information contained on Add-On Details Page, and other documentation related to Add-On provided by Vendor in electronic or online form.
“Add-On Details Page” means a section of Atlassian Marketplace dedicated to a particular Add-On. Add-On Details Page may include several webpages or tabs.
“Server Add-On” means downloadable Add-On that you obtain from Vendor or its authorized reseller in binary form hosted on your server. Atlassian may also designate them as "Data Center" deployments or add-ons.
“Cloud Add-On” means Add-On run on Atlassian’s servers and provided to you as cloud-based (software-as-service) solution for the applicable subscription term.
“Reseller” means Atlassian, Atlassian Solution Partners or other Atlassian authorized resellers, through which you have obtained Add-On from Atlassian Marketplace.
“Atlassian Marketplace T&C” means Atlassian Marketplace Terms of Use and other sections of the Atlassian website relevant to add-ons developed by Atlassian verified vendors and distributed through Atlassian Marketplace, for example, this section .
"Authorized User" means a person who accesses and uses Add-On and, in the case of paid Add-On, for which the necessary fees have been paid to Resellers.
“Scope of Use” means your authorized scope of use for Add-On as specified in ordering documentation, which include, as applicable: (i) number and type of Authorized Users, (ii) storage or capacity (for Cloud Add-On), (iii) numbers of licenses, copies or instances (for Server Add-On), or (iv) other restrictions or billable units (as applicable).
“Systems” means hardware systems owned, leased, operated or controlled by you.
“Access Credentials” means Authorized Users’ IDs and passwords required to access functionality of Add-On (if any).
“SLA” means terms and conditions of Vendor’s support for Add-On (if applicable) as provided at Support and at Service Level Agreement pages.
“Third-Party Services” means software platforms, services, plug-ins, applications, components developed and/or provided by Atlassian (e.g. Atlassian Marketplace, Host Applications, etc.) or by other Atlassian vendors and software developers.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party of this Agreement, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
2. Ownership
Vendor or its licensors own all right, title and interest, including all worldwide intellectual property rights in Add-On and the trademarks, service marks and logos contained therein, and Add-On is licensed to you directly by Vendor, not sold, irrespective of the use of terms such as “purchase” or “sale”.
3. License Grant
Subject to the terms and conditions of this Agreement and provided you have paid the applicable fee to Reseller (except for evaluation period and for free-to-use Add-Ons), 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 evaluation period) of Add-On on your Systems (for Server Add-On), (ii) access (for Cloud Add-Ons), and (iii) use Add-On on your Systems for single instance of your Host Application during the term of the Agreement or the applicable subscription term:
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There may be storage limits associated with a particular Cloud Add-On. Such limits, if imposed, will be described on Add-On Details Page or in other Documentation.
4. License Restrictions
You may not:
Reverse engineer, decompile or disassemble Add-On or otherwise seek to obtain or derive the source code, underlying ideas or algorithms, except as permitted by law;
Adapt, alter, modify, translate, make any attempt to create derivative works of/from Add-On;
Defeat, bypass, disable, interfere with or otherwise circumvent any license key mechanism in Add-On or otherwise circumvent mechanisms in Add-On intended to limit your use;
Attempt to access or use Add-On other than by using the Access Credentials;
Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Add-On;
Redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer Add-On or any rights or interest therein;
Use Add-On as part of a service provider, software-as-a-service, display, perform, or publish or otherwise permit third parties to benefit from the use or functionality of Add-On, unless it is not expressly permitted by this Agreement;
Use Add-On in any manner not authorized by this Agreement.
5. Payment, Subscriptions, Renewals, Refunds, Delivery
Pricing terms and conditions are set out in the “Pricing” section of Add-On Details Page and are subject to change.
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Any and all payments, delivery, renewals, subscriptions and refunds are handled by and managed through Reseller. Vendor is not involved in these matters, is not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be liable for any matter in connection therewith. Please, refer to the “Pricing” section of Add-On Details Page and to a relevant Atlassian Marketplace T&C for more information about pricing, delivery, billing, subscriptions, renewals and payment terms.
6. Authorized Users
Only Authorized Users may access and use Add-On. Some Add-Ons may allow you to designate different types of Authorized Users, in which case functionality may vary according to the type of Authorized User. Authorized Users may be yours or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf.
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You are responsible for compliance with this Agreement by all Authorized Users. All use of Add-On by you and your Authorized Users must be within the Scope of Use, according to Documentation and solely for the benefit of you or your Affiliates.
7. Access Credentials
If Add-On requires Access Credentials you must ensure that all Authorized Users keep their Access Credentials for Add-On strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You and Authorized 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 Authorized Users’ access to and use of Add-On. You accept responsibility for all time used and all activity that occurs through or under your Access Credentials. You agree to notify Vendor immediately if you become aware of any loss, theft or unauthorized use of Access Credentials.
8. Evaluation License
Add-On may be provided for free evaluation 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 handles evaluations and sets out evaluation terms and conditions and its extension (if applicable), which vary for Cloud Add-Ons and Server Add-Ons. Please, refer to the “Pricing” section of Add-On Page for more details.
9. Third Party Software and Services
Add-On may be connected, interoperate or work with, and/or utilize Third-Party Services.
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Use of any Third-Party Service and information will be governed by the applicable license agreements or terms of services, if any, with such third party. You shall comply with the terms of these agreements. VENDOR IS NOT RESPONSIBLE FOR PERFORMANCE AND/OR RELIABILITY OF ANY THIRD PARTY SERVICES AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD PARTY SERVICES AND MAKES NO WARRANTY OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO SUCH THIRD PARTY SERVICES.
Vendor conducts no investigation or review of any of such Third-Party Services, and does not recommend, endorse, approve or disapprove of any of them.
10. Maintenance (Updates and Support)
The purchase price of Server Add-On includes maintenance (version updates and support). Maintenance is valid for a prepaid period of one, two or three year(s), or for other term as agreed by you and Reseller.
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For the avoidance of doubt support and maintenance do not include any custom software development or implementation of custom features for Add-Ons or any assistance with the Host Application or any other third-party services or products, their updating, maintenance or support.
11. Promotional Materials
You grant Vendor the right to mention you as Vendor’s customer in promotional materials or at Vendor’s website. You can terminate this license at any time sending an email request to support@conceptsandbeyond.com or creating a ticket in Vendor’s helpdesk system.
12. Your Feedback
If you choose to communicate to Vendor any feedback, ideas or suggestions for improvement of Add-Ons, you grant Vendor free-of-charge, 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 Vendor is not subject to any license or any other third party right. No such feedback will be considered your Confidential Information.
13. Data Collection and Privacy Policy
Any information and data that Vendor collects from you or your device will be subject to its Privacy Policy.
By entering into this Agreement, you agree that Privacy Policy , as it exists at any relevant time, shall be applicable to you.
14. Confidentiality
Vendor does not require from you to provide Vendor with any of your confidential or non-public information.
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The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
15. Disclaimers of Warranties
ADD-ON IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY 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 ADD-ON TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM ADD-ON OR INFORMATION MADE AVAILABLE VIA ADD-ON. WITHOUT LIMITING THE FOREGOING PROVISIONS, VENDOR MAKES NO WARRANTY THAT ADD-ON WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT ADD-ON WILL MEET YOUR REQUIREMENTS.
16. Limitation of Liability
Neither party shall be liable for any loss resulting from a cause over which it does not have direct 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.
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To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to free-to-use Add-Ons, including any maintenance, warranty, and indemnity obligations.
17. Indemnification
Indemnification by You . You agree to indemnify and hold harmless Vendor, its Affiliates, officers, directors, employees, agents, representatives from and against any and all claims, including, but not limited to, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorney's fees, of every kind and nature, arising from or relating to your use of Add-On and/or your violation of this Agreement or any third party's rights.
Indemnification by Vendor . Vendor agrees to indemnify, defend and hold harmless you, your Affiliates, officers, directors, employees, agents and representatives from and against any and all claims, including, but not limited to, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorney's fees, of every kind and nature, as incurred, associated with or arising out of any threatened or actual claim for infringement, breach, or misappropriation of any intellectual property or proprietary right, including, without limitation, patents, copyrights, trade secrets, trademarks, service marks, by or based upon use of Add-On by you or your Affiliates .
18. Modifications
Vendor reserves the right, at any time and at its sole discretion:
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Your continued use of Add-On 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 Add-On by you, whether Add-On is provided for evaluation, as a fully licensed version, or in any other form.
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Survival . The following provisions will survive any termination or expiration of this Agreement: Sections 2 (Ownership), 4 (License Restrictions), 5 (Payment, Subscriptions, Renewals, Refunds, Delivery), 9 (Third Party Software and Services), 11 (Promotional Materials), 12 (Your Feedback), 14 (Confidentiality), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 19 (Term and Termination), 20 (Jurisdiction), and 21 (Miscellaneous).
20. Jurisdiction
Choice of Law . You agree that the laws of United States govern this Agreement, its subject matter, any action related to this Agreement, and any claim or dispute that may arise, without regard to the conflict of laws rules.
21. Miscellaneous
Consent to Receive Communications in Electronic Form . For contractual purposes, you:
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