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“Agreement” refers to this StiltSoft App End User License Agreement (for Apps distributed through Atlassian Marketplace). This Agreement is not applicable to Vendor’s apps 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.
“App” 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 App is designed to interoperate or work with (e.g. Confluence, Bitbucket, Jira).
“Atlassian Marketplace” means an online marketplace for server and cloud apps, 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 Apps available through Atlassian Marketplace.
“Documentation” any user manuals, FAQ or support pages, information contained on App Details Page, and other documentation related to App provided by Vendor in electronic or online form.
“App Details Page” means a section of Atlassian Marketplace dedicated to a particular App. App Details Page may include several webpages or tabs.
“Server App” means downloadable App 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 apps.
“Cloud App” means App 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 App from Atlassian Marketplace.
"Authorized User" means a person who accesses and uses App and, in the case of paid App, for which the necessary fees have been paid to Resellers.
“Scope of Use” means your authorized scope of use for App as specified in ordering documentation, which include, as applicable: (i) number and type of Authorized Users, (ii) storage or capacity (for Cloud App), (iii) numbers of licenses, copies or instances (for Server App), 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 App (if any).
“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.
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 Apps), 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 App on your Systems (for Server App), (ii) access (for Cloud App), and (iii) use App on your Systems for single instance of your Host Application during the term of the Agreement or the applicable subscription term:
for paid Apps - according to (a) the Scope of Use, (b) the license terms as provided in the “Pricing” section of App Details Page, and (c) Documentation;
Apps – according to the terms specified in Documentation.
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Vendor does not undertake to provide maintenance for free -to-use Apps. Vendor may, at its sole discretion and on its own terms provide maintenance for free -to-use Apps.
Vendor provides support services for App in accordance with its SLA.
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 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 THE AMOUNT ACTUALLY PAID BY YOU TO RESELLER FOR APP IN THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF FREE -TO-USE 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 SECTION 4 (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.
To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to free -to-use Apps, including any maintenance, warranty, and indemnity obligations.
We may terminate your right to use free -to-use Apps at any time and for any reason in our sole discretion, without liability to you.
Entire Agreement. This Agreement is the entire agreement between you and Vendor 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.