|Table of Content Zone|
StiltSoft End User License Agreement
If you sign up using an email address from your employer or another entity, then (i) you will be deemed to represent such party, (ii) your click to accept will bind your employer or that entity to these terms, and (iii) the word “you” in this Agreement will refer to your employer or that entity.
- “App” means the cloud and downloadable software application, plugin or extension developed and distributed by us that you obtain through Atlassian Marketplace (either paid or free of charge) including Documentation and any upgrades, modified or subsequent versions, updates, or error corrections provided by us.
- “Atlassian Product” means the downloadable software application or the Cloud product developed and distributed by Atlassian with which the App is designed to interoperate (e.g. Confluence, Bitbucket, Jira).
- “Atlassian Marketplace” shall have the meaning assigned to such term in the Atlassian Market Terms.
- “Atlassian” means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916), the owner and provider of the Atlassian Marketplace and a reseller of the Apps available through Atlassian Marketplace.
- “Documentation” any user manuals, FAQ or support pages, information contained on the App Details Page, and other documentation related to the App provided by us in electronic or online form.
- “App Details Page” means a section of the Atlassian Marketplace dedicated to the particular App. The App Details Page may include several web pages or tabs.
- “Software App” means an App that is downloadable by you and other end users from the Atlassian Marketplace and designed to run in end user instances of Atlassian Products behind the end user’s firewall. Software Apps include any “Server” or “Data Center” deployments of our Apps.
- “Cloud App” means an App hosted by us or Atlassian that are designed to be used with Atlassian’s hosted services. Cloud Apps run on our or Atlassian’s servers and are provided to you as a Сloud-based (software-as-a-service) solution.
- “Reseller” means Atlassian, Atlassian Solution Partners (as defined by Atlassian) or other Atlassian authorized resellers, through which you have obtained the App from the Atlassian Marketplace.
- "Authorized User" means an individual who has permission to access and use the App.
- “Scope of Use” means the extent to which you may use the App as may be specified in the ordering documentation, which includes, as applicable: (i) the number and types of Authorized Users, (ii) storage or capacity (for Cloud Apps), (iii) numbers of licenses, copies or instances (for Software Apps), (iv) billable units, or (v) other conditions, limitations or restrictions.
- “Systems” means hardware systems owned, leased, operated or controlled by you.
- “Access Credentials” means login details and passwords of your Authorized Users, which may be required to access and/or use the App or its particular feature or section.
- “SLA” means the terms and conditions that define the level of our support for the App as may be provided at Support and Service Level Agreement pages.
- “Third-Party Services” means software platforms, services, plug-ins, applications, components developed and/or provided by Atlassian (e.g. the Atlassian Marketplace, Atlassian Products, 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.
- “Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) 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, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
We and/or our licensors own all right, title and interest, including all worldwide intellectual property rights in the Apps and the trademarks, service marks and logos contained therein.
App is licensed to you directly by us, 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 (unless the App is provided free of charge or during a free trial), 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 the trial period) of the App on your Systems (for Software Apps), (ii) access (for Cloud Apps), and (iii) use the App on your Systems for single instance of your Atlassian Productfor your own business purposes or personal use, as applicable, during the term of the Agreement or the applicable subscription term:
You shall purchase a separate license and use a separate instance of the App for each instance of the Atlassian Product.
4. License Restrictions
You may not:
- Reverse engineer, decompile or disassemble the App 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 the App.
- Defeat, bypass, disable, interfere with or otherwise circumvent any license key mechanism in the App or otherwise circumvent mechanisms in the Apps intended to limit its use.
- Attempt to access or use the App other than by using the Access Credentials.
- Remove or alter any our or third party’s trademark, logo, copyright or other proprietary notices, legends, symbols or labels.
- Redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer the App or any rights or interest therein.
- Use the App as part of a service provider or software-as-a-service, or display, perform, or publish or otherwise permit third parties to benefit from the use of the App, unless it is not expressly permitted by this Agreement.
- Use the App for competitive analysis or to build competitive products.
- Use the App in any manner not authorized by this Agreement.
- Encourage or assist any third party to do any of the foregoing.
5. Payment, Subscriptions, Renewals, Refunds, Delivery
The pricing terms and conditions are set out in the “Pricing” section of the App Details Page and are subject to change.
Any and all payments, delivery, renewals, subscriptions and refunds are handled by and managed through the Reseller. We are not a part of these arrangements, which are exclusively between you and the Reseller, and are not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be held liable for any matter in connection therewith. Please refer to the “Pricing” section of the App Details Page and to the applicable Atlassian Marketplace Terms for more information about pricing, delivery, billing, subscriptions, renewals and payment terms.
6. Authorized Users
Only Authorized Users may access and use the App. Some Apps may allow you to designate various types of Authorized Users, in which case their access rights may vary according to the type of Authorized User. Authorized Users may be yours or your Affiliate’s employees, representatives, consultants, contractors, agents, or other third parties working for you or acting on your behalf.
The Apps are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all Authorized Users are at least 16 years old.
7. Access Credentials
If the App requires Access Credentials you must ensure that all Authorized Users keep them strictly confidential and do not share such information with any unauthorized person. Access Credentials are granted to and are associated with a particular individual 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 the App and for its use. You accept responsibility for all activities that occur under your Access Credentials. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of Access Credentials.
8. Evaluation License
The App may be provided for a free trial 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 is responsible for setting out trial terms and conditions and their extension (if applicable), which may vary for Cloud Apps and Software Apps. Please, refer to the “Pricing” section of the App Details Page for more information.
9. Third Party Software and Services
The App may be connected, interoperate or work with, and/or utilize Third-Party Services.
- Your 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. WE ARE 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. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIRD PARTY SERVICES.
- We do not conduct investigations or reviews of any of Third-Party Services, and do not recommend, endorse or approve of any of them.
10. Maintenance (Updates and Support)
The purchase price of a Software App includes maintenance (version updates and support). Maintenance is valid for a prepaid period of one, two or three years, or for other term as agreed by you and Reseller.
For the avoidance of doubt support and maintenance do not include any custom software development or implementation of custom features for the App or any assistance with the Atlassian Product or any other Third-Party Service, their updating, maintenance or support.
11. Publicity Rights
You give us consent to use your name and to include a link to your website for the purposes of mentioning you as our customer or as a user of the App, and to describe our or our Affiliate’s role in relation to the App and/or the services provided to you (if applicable), in any form for any promotional, publicity, marketing or advertising purpose in any media, including, but not limited to Atlassian Marketplace, our or our Affiliates’ websites, portfolios, or in other promotional materials and media. You can withdraw this consent at any time sending a request to email@example.com or creating a ticket in our helpdesk system.
12. Your Feedback
If you choose to communicate to us any feedback, ideas or suggestions for improvement of the Apps, you grant us free-of-charge, perpetual, 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 us is not subject to any license or any other third party right. No such feedback will be considered your Confidential Information.
Our Confidential Information. You agree that all code, inventions, know-how, business, technical and financial information disclosed to you by us constitute our confidential property, provided that it is identified as confidential at the time of disclosure or that you should reasonably understand to be confidential or proprietary. Notwithstanding the above any intellectual property and technology used in or with the Apps shall be deemed our Confidential Information without any marking or further designation.
You acknowledge and agree that we do not take any non-compete obligations, including, but not limited to that neither this Agreement nor any other contract limits our right to develop or have developed for us products, concepts, systems or techniques that are similar to or compete with any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to us.
15. Representations and Warranties
You represent, warrant and covenant that:
- We have the full right, power, and authority to enter into and fully perform this Agreement.
- We own or otherwise has all rights necessary to provide the App and grant the rights and licenses granted in this Agreement, without infringing any third party's rights.
- We shall use commercially reasonable efforts to ensure that the App does not include at the time of delivery to you, any "worms," "viruses,'' “Trojan horses”, “spyware”, or "lock out" or "self destruct" devices, or any other code intended to disable, limit, restrict, disrupt or provide, enable or allow unauthorized access to the App or to your information systems and networks.
16. Disclaimers of Warranties
THE APP IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES 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 THE APP TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APP OR INFORMATION MADE AVAILABLE VIA THE APP. WITHOUT LIMITING THE FOREGOING PROVISIONS, WE MAKE NO WARRANTY THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APP WILL MEET YOUR REQUIREMENTS.
17. Limitation of Liability
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 THE 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 RECEIVED BY US FOR YOUR USE OF THE APP IN THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF A FREE 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 THE 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.
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.
Indemnification by You. You agree to indemnify, defend and hold harmless us, our 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 and/or your customers’ (as defined in Section 6) use of the App and/or your breach or alleged breach of this Agreement, including, but not limited your representations and warranties, or any third party's rights.
Indemnification by Us. We agree 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, arising from or relating to 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 your use of the paid App. As a condition to our obligations under this Section, you must provide us (i) prompt written notice of the claim (and in any event notice in sufficient time for us to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim, and (iii) all reasonable necessary cooperation. Our indemnification obligations above do not apply: (i) if the total aggregate fees we receive with respect to your subscription or license to the App in the twelve (12) month period immediately preceding the claim is less than US$25,000; (ii) if the App is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (iii) to unauthorized use of the App; (iv) to any claim arising as a result of your data or circumstances covered by your indemnification obligations in subsection “Indemnification by You”; or (iv) if you settle or make any admissions with respect to a claim without our prior written consent. This subsection sets forth our sole liability and your exclusive remedy with respect to third party claims of intellectual property rights infringement.
We reserve the right, at any time and at our sole discretion:
Your continued use of the App after a change or update has been made will constitute your acceptance to the amended Agreement.
20. Term and Termination
This Agreement shall commence upon first installation, download, subscription to or use of the App by you, whether the App is provided for evaluation, as a fully licensed version, or in any other form.
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 (Publicity Rights), 12 (Your Feedback), 14 (Confidentiality), 15 (Representations and Warranties), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 20 (Term and Termination), 21 (Dispute Resolution; Governing Law), and 22 (Miscellaneous).
21. Dispute Resolution; Governing Law
Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of thirty (30) days, either party may pursue relief as may be available under this Agreement pursuant to subsections “Choice of Law” and “Location for Resolving Disputes”. All negotiations pursuant to this subsection will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
Location for Resolving Disputes. You further agree that any disputes or claims related to this Agreement will be resolved by a state court located in the Republic of Belarus. BY ENTERING THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US AND/OR OUR AFFILIATES BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATES COURTS IN THE REPUBLIC OF BELARUS OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS. Nothing in this Section shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the laws of such other jurisdiction.
Consent to Receive Communications in Electronic Form. For contractual purposes, you: