StiltSoft Stiltsoft Development Ltd. (“we” or “us”) is willing to license its App(s) available through Atlassian Marketplace to you if you accept the terms of this StiltSoft Stiltsoft App License Agreement (for Apps ordered through Atlassian’s ordering and license management system) (“Agreement”).
This Agreement is effective as of the date you first click “I agree” (or similar button or checkbox) or download, use, subscribe to or access an App, whichever is earlier (the “Effective Date”). The Agreement does not have to be signed in order to be binding.
- “App” means a cloud or downloadable software application, plugin or extension to an Atlassian Product developed and distributed by us that you obtain through Atlassian Marketplace (either paid or free of charge), including any upgrades, modified or subsequent versions, updates, or error corrections provided by us.
- “Atlassian Product” means a downloadable software application or a cloud product developed and distributed by Atlassian with which the App is enabled or used (e.g. Confluence, Bitbucket or Jira).
- “Atlassian Marketplace” shall have the meaning assigned to such definition in the Atlassian Marketplace 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” user manuals, FAQ or support pages, information contained on an App Page, and other documentation related to the App provided by us in electronic or online form, including in our Documentation Center.
- “App Page” means a section of the Atlassian Marketplace dedicated to the particular App.
- “Software App” means an App downloadable from the Atlassian Marketplace and designed to run in your instances of Atlassian Products behind your firewall. Software Apps include any “Server” or “Data Center” deployments of our Apps.
- “Cloud App” means our App that runs on our or Atlassian’s servers or is provided to you as a cloud-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.
- "End User" means the specific individual you or your Affiliate designates and permits or invites to use the Apps. For the avoidance of doubt individuals invited by your End Users, individuals under managed accounts, and individuals interacting with an App as your customer are considered your End Users.
- “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 End Users, (ii) storage or capacity (for Cloud Apps), (iii) numbers of licenses, copies or instances (for Software Apps), (iv) domain(s) associated with your use of Cloud Products (for Cloud Apps), (v) entity, division, business unit, website, field of use or other restrictions or billable units (for Software Apps), (vi) term or subscription period, and (vii) other conditions, limitations or restrictions.
- “Access Credentials” means login details and passwords of your End Users, which may be required to access and/or use the App or its particular feature or section.
- “SLA” means terms and conditions that define the support level for an App as may be provided at Support and Service Level Agreement pages.
- “Your Data” means your content, code, materials, information of any type that you (including any of your End Users) submit, upload, transmit or otherwise make available to Cloud Apps.
- “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); (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, our Affiliates and/or our licensors own all rights, title and interest, including all worldwide intellectual property rights in the Apps and the trademarks, service marks and logos contained therein.
The ownership of Your Data shall remain with you. Subject to the Agreement, and solely to the extent necessary to provide the Apps to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display (including reformatting and modification for display in an App) Your Data.
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 systems owned or operated by you (for Software Apps), (ii) access (for Cloud Apps) and use the App for a single instance of your Atlassian Product in support of your own business needs, 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
Except as otherwise expressly permitted in the Agreement, you will not:
- Reverse engineer, decompile or disassemble the Apps 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 Apps.
- Defeat, bypass, disable, interfere with or otherwise circumvent any license key mechanism in the Apps or otherwise circumvent mechanisms in the Apps intended to limit its use.
- Attempt to access or use the Apps other than by using the Access Credentials or as otherwise made available or permitted by us.
- 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 Apps or any rights or interest therein, or provide access to the Apps to a third party.
- Use the Apps as part of a service provider or software-as-a-service, or otherwise display, perform, or publish the Apps or their parts to benefit from the use of the Apps.
- Use the Apps for competitive analysis or to build competitive products.
- Use an App to send spam in case the App lets you send messages. You must determine whether any anti-spam or data protection laws apply to you based on the country where you, your contacts or customers are located, and comply with those laws when using the App.
- Use the Apps 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 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, subscription management or refunds, and shall not be held liable for any matter in connection therewith. Please refer to the “Pricing” section of the App Page and to the applicable Atlassian Marketplace Terms for more information about pricing, delivery, billing, subscription management, renewals and payment terms.
6. End Users; Administrators
Only End Users may access and use the Apps. Some Apps may allow you to designate various types of End Users, in which case their access rights may vary according to the type of End User.
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 End Users are at least 16 years old.
7. Access Credentials
If the App requires Access Credentials you must ensure that all End 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 End 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 End Users’ access to the App and for their use. You accept responsibility for all activities that occur under your and End User’s Access Credentials. You agree to notify us without undue delay if you become aware of any loss, theft or unauthorized use of Access Credentials.
8. Evaluation License
An 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 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.
The purchase price of a Software App includes version updates (maintenance) and support.
For the avoidance of doubt, support and maintenance do not include any training, 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 an 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, on any website including, but not limited to Atlassian Marketplace, our or our Affiliates’ websites, portfolios, or in other promotional materials and media. You can withhold this consent at any time by sending a request to firstname.lastname@example.org 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 and it is not confidential information.
We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. Please refer to an App-specific “Security” page for more information.
If you are subject to the territorial scope of the General Data Protection Regulation (GDPR), you can request and complete our Data Processing Addendum.
14. Representations and Warranties
You (including anyone acting on your behalf) 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 have 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 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”, “back doors”, “time-bombs”, “easter eggs”, 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. For the avoidance of doubt, we are not responsible for harmful materials submitted by you or End Users).
15. Disclaimers of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14 ABOVE, THE APPS AND SUPPORT ARE 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 APPS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APPS OR INFORMATION MADE AVAILABLE VIA THE APPS. WITHOUT LIMITING THE FOREGOING PROVISIONS, WE MAKE NO WARRANTY THAT THE APPS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, THAT THE APPS WILL MEET YOUR REQUIREMENTS, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD APPS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
16. 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, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OR CAUSE OF ACTION, THE TOTAL AMOUNT ACTUALLY RECEIVED BY US UNDER THIS AGREEMENT FOR YOUR USE OF THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM AROSE. 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 and reasonable 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 and agents from and against any and all claims, costs, liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind and nature, arising from or relating to (i) your breach of your obligations in relation to End User consent (Section 6); (ii) any claims or disputes brought by your End Users arising out of their use of Apps; (iii) your breach (or alleged breach) of your representations and warranties; or (iv) Your Data.
As a condition to the parties’ obligations under this Section, the indemnified party must provide to the indemnifying party (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, in no event, will the indemnifying party agree to any settlement or admission of fault or liability on the part of the indemnified party without the written consent of the indemnified party), and (iii) all reasonable necessary cooperation.
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.
19. 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 (Representations and Warranties), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 19 (Term and Termination), 20 (Dispute Resolution; Governing Law), and 21 (Miscellaneous).
20. 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: