BEECOM End User License Agreement
As of March 30th 2020
PLEASE READ THIS CAREFULLY BEFORE CONTINUING
BEFORE CLICKING ON THE "ACCEPT & INSTALL" (OR SIMILAR) BUTTON BELOW TO COMMENCE DOWNLOADING THE SOFTWARE, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT ("EULA") AND THE BEECOM DATA PROTECTION POLICY ("DATA PROTECTION POLICY"). BY CLICKING ON THE "ACCEPT & INSTALL" (OR SIMILAR) BUTTON BELOW YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND THE DATA PROTECTION POLICY AND AGREE TO BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND THE DATA PROTECTION POLICY YOU SHOULD NOT CLICK THE "ACCEPT & INSTALL" (OR SIMILAR) BUTTON BELOW AND NOT DOWNLOAD OR USE THE SOFTWARE. THE SAME APPLIES WHEN CLICKING THE "TRY IT FREE" BUTTON.
When you accept the terms and conditions of this EULA by clicking the "accept & install" (or similar) button below, beecom AG, Aargauerstrasse 180, 8048 Zurich, Switzerland (“Licensor”) shall immediately grant you (the "Licensee") a limited, non-exclusive, non-transferrable and non-sublicenseable right to use the Jira Suite Utility JSU, JSU Automation Suite for Jira Workflows, Federation for Jira, Language Switch for Confluence and other cloud-based products (SaaS or hosted services), server and data center products and may include computer software, accessible code, protected code and may include associated media, icons, images, text files, pdfs or other static non-code assets contained within the software printed materials, "online" and electronic documentation and internet-based services as agreed on with the Licensor in its most recent version ("Software") and only for the maximum number of Authorized Users (as defined below) as set out in your Order (as defined below), subject to the terms and conditions of this EULA. If you are agreeing to the terms of this EULA not as an individual but on behalf of your company, then “Licensee” or “you” means your company, and you are binding your company to this EULA.
Your order through the Atlassian Marketplace or with an authorised reseller ("Order") will specify your authorised scope of use for the Software, which may include: (a) the defined number of installations, the number of specific individuals for whom you have paid the required fees and whom you designate through the applicable Software ("Authorised Users"), the number of authorised servers, the number of unique data set platforms, and/or other defined resource utilisation limitations, (b) numbers of licenses, copies or instances for the Software, or (c) other restrictions or billable units (all of the above, as applicable, the "Scope of Use"). The term "Order" also includes any applicable Software or support services renewal, or purchases you make to increase or upgrade your Scope of Use. You may increase the number of Authorized Users permitted to access your instance of the Software by placing a new Order or, in some cases, directly through the Software.
- Use of the Software and Access to Cloud
3.1 In this EULA, “Use” shall be defined as worldwide, non-exclusive, non-transferable, non-sublicensable license for the term as indicated in your Order to install and use the Software by copying, transmitting or loading it into the permanent memory of a computer or other device (each a “Computer”) for the processing of the system instructions or statements contained in the Software. “Use” shall also include copying the Software in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering).
3.2 The maximum of copies of the Software that may be made for back-up and/or disaster recovery purposes is set out in your Order.
3.3 Subject to the terms and conditions of this EULA the Licensor may grant you a non-exclusive right to access to the Cloud to use the Software during the term as set out in your Order.
- Nature of the Software
The Software is commercially licensed software. It is not open-source, freeware or shareware. The license fee payable for Use of the Software in accordance with this EULA is set out in your Order, payable by the terms and payment method as set out in your Order. The Licensor also offers free of charge trial licenses.
- Licensee’s Undertakings
By accepting the terms and conditions of this EULA you hereby undertake:
- not to copy the Software except as permitted by section 3.2;
- not to disassemble, decompile or otherwise reverse-engineer the Software;
- not to Use the Software on more than for the Scope of Use indicated in your Order at any one time in violation of this EULA;
- to ensure that your employees, agents and other parties under your control who will use the Software do so in accordance with the terms and conditions of this EULA and are accordingly notified of the same;
- to reproduce and include any and all copyright notices of the Licensor as they appear in or on the Software and any and all copies thereof;
- not to permit or facilitate the Use of the Software in any manner which would constitute a breach of the terms and conditions of this EULA;
- not to place or distribute the Software on any website, ftp server or similar location without the express prior written consent of the Licensor; and
- not to Use the Software for any purpose which may be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.
- ID and Passwords
The Licensee must ensure that all Authorized Users keep their user IDs and passwords for the Cloud services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. The Licensee is responsible for any and all actions taken using the accounts and passwords, and the Licensee agrees to immediately notify the Licensor of any unauthorized use of which it becomes aware.
- Limited Warranty
7.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will materially conform with any documentation that accompanies it and with any specifications or descriptions provided by the Licensor.
7.2 Subject to section 7.1, the Software is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
7.3 The Licensor does not warrant that the Software will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.
7.4 The Licensor shall not be liable if the Software fails to operate in accordance with the limited warranty set out in section 7.1 as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
7.5 In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the license fee paid by the Licensee for the Software. Nothing in this section 7 nor in the remainder of this EULA shall limit or exclude the Licensor’s liability for death or personal injury arising out of the Licensor’s negligence nor for fraudulent misrepresentation.
- Limitation of Liability
8.1 To the extent permissible by applicable law, the Licensor excludes any and all liability with respect to any loss, damage, cost, expense or other claim, for any consequential (such as loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data), indirect, special, punitive or other damages in relation to the Software including, without limitation: (a) any use or reliance on the Software (including the form and content of errors in and/or omissions from any information contained in the Software); (b) any delay, interruption or other failure in the provision of the Software; or (c) any change in the form or content of the Software.
8.2 To the extent permitted by applicable law, the aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by you under this EULA in the respective contractual year, in which case the Licensor shall be limited to the maximum extent allowed by such applicable law.
- Support Services
The Licensor will provide the support services related to the Software as set out in your Order ("Support Services") and for the support period as indicated in your Order ("Support Period"). Any bug fixes, patches, modifications or enhancements to the Software as made available to the Licensee during the Support Period shall be considered part of the Software and subject to the Use and terms of this EULA.
- Your Statutory Rights
This EULA gives you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this EULA may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in this EULA shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the limitations or exclusions in this EULA is held to be void or unenforceable, such part shall be deemed to be deleted from this EULA and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.
- Intellectual Property Rights
The Software and related documentation are copyright works of authorship and are also protected under other applicable laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. This EULA is not a sale of the original Software or any copies thereof.
12.1 If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third party right, the Licensor may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund any license fees paid by you for the current Support Period for that Software.
12.2 Licensee agrees to indemnify and hold the Licensor, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Licensee’s use of the Software, or Licensee’s violation of the EULA or any rights of a third party.
- Term and Termination
13.1 This EULA is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form.
13.2 This EULA shall also terminate upon conditions set out elsewhere in this EULA or if you fail to comply with of the terms and conditions of this EULA.
13.3 You agree that, upon such termination, you will destroy the Software including any copies in whatever form.
The Licensee retains all rights, titles and interest to any data, content, code, video, images or other materials of any type that the Licensee uploads, submits or otherwise transmits to or through the Cloud services ("Data"). The Licensee must ensure that the Data and the use of the Data is at all times compliant with all applicable laws and regulations.
15.1 Each party irrevocably agrees that the courts of the country of registration of the Licensor shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this EULA and the place of performance of this EULA shall be that country and the laws of Switzerland (excluding the Vienna Convention on the Sales of Goods, “CISG”) shall govern such controversy or claim.
15.2 This EULA constitutes the complete and exclusive statement of the EULA between the Licensor and you with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
15.3 Any Clause in this EULA that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this EULA shall not be affected by that deletion.
15.4 Failure or neglect by either party to exercise any of its rights or remedies under this Licence agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity off the whole or part of this EULA nor prejudice that party’s right to take subsequent action.
15.5 The Licensor may update, modify or amend this EULA from time to time. Should such revisions limit your rights, then the Licensor will notify you and provide a possibility to terminate the EULA.
15.6 This EULA is personal to you and you may not assign, transfer, sub-contract or otherwise part with this EULA or any right or obligation under it without the Licensor’s prior written consent.
Any questions concerning this EULA or the Software should be directed to the Licensor. Contact details are available from www.beecom.ch.