EULA
This end-user license agreement (“Agreement”) is a legal contract between you and Deviniti sp. z o.o. which governs your use of Software and Marketplace Product.
Read the terms and conditions of this Agreement carefully before installing, obtaining a license key or otherwise accessing and using Deviniti’s proprietary Software or support service accompanied by this Agreement.
The Deviniti's Software is licensed to you under this Agreement, not sold to you. By, installing, obtaining a license key or otherwise accessing and using any part of the Software, you agree to the terms and conditions of this Agreement. If you are accepting these terms and conditions on behalf of a company or other legal entity (“entity”), you represent and warrant that you have full authority to bind such entity to these terms, and references to “you” or “your” refer to user, the individual end-user, and the entity. If you do not have that authority or if you do not agree to these terms and conditions, do not access and use the Software.
If you are accessing the Software as part of a hosted service, then all these terms still apply.
DEFINED TERMS
i) “License” means Licensee’s right to obtaining license key or otherwise accessing and use the Software pursuant to and subject to the restrictions and limitations of this Agreement.
ii) "Marketplace Product" is a part of software distributed via Atlassian Marketplace and installed as a service on Jira Cloud.
iii) “Software” means the proprietary software application of the Deviniti's under the brand name IssueSYNC. It includes "Marketplace Product" as one of its components.
iv) “Order” means any purchase order or other written or electronic confirmation documenting your purchase of a License from the Deviniti.
v) “Authorized Device” is a running environment for the Software (physical server or virtual machine). It is where licensed Software can be installed and executed.
vi) “Authorized User” means a person who accesses and uses a Marketplace Product under this Agreement and for which the necessary fees have been paid to Atlassian and/or an Atlassian Expert.
vii) “Company” means Deviniti sp. z o. o. with registered seat in Wrocław, at udecka153, entered in the register of entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register under number: 0000223645, holding tax payer number: 897-17-00-419.
viii) “Third Party Instance” is an instance of application that will be integrated by the Software.
LICENSE
You agree and acknowledge that all title, ownership rights, and intellectual property rights connected with the Software and Marketplace Product and any and all copies thereof (including but not limited to any derivative works, titles, computer code, themes, objects, concepts, artwork, graphics, animation, sounds, musical compositions, audio-visual effects, text, screen displays, methods of operation, and any related documentation) are owned by Deviniti.
i) Deviniti grants you a limited, with right to terminate it by Deviniti, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Software and Marketplace Product only on hardware systems owned, leased or controlled by you, only for commercial purposes.
ii) You may not modify, reverse engineer, decompile or disassemble the Software or Marketplace Product in whole or in part, or create any derivative works from or sublicense any rights in the Software, unless otherwise expressly authorized in writing by Deviniti.
iii) The Software and Marketplace Product is protected by copyright and other intellectual property laws and treaties.
By accessing and using specific Marketplace Product you agree and acknowledge the term specified herein: http://www.atlassian.com/licensing/marketplace/termsofuse..
iv) Scope of Use in case of choosing the on-premise deployment.
Your license to use the Software under this
Agreement entitles you to (i) load the Software into the temporary or permanent memory of one
Authorized Device and (ii) activate and use a single instance of the Software on such device solely in order to connect Third Party Instance identified in the Order. As used in this Agreement, the term “connect” means the bi-directional utilization of the Software to synchronize data shared across disparate programs such that all users see the same data regardless of the product they use. If you wish to use the Software to connect, please load the Software on a network server solely for distribution to Authorized Devices within your network is permitted under this Agreement, but you must have a valid license key for each installed instance of the Software.
TERM
The term of your License is the term stated in the Order. Licensee acknowledges that the Software and Marketplace Product contains license protection mechanisms that will limit the Software and/or Marketplace Product functionalities or inoperativeness automatically when the license expires or is terminated.
TERMS SPECIFIC TO ATLASSIAN MARKETPLACE PRODUCT
The Marketplace Product developed by Deviniti sp. z o.o. is licensed under the provisions of the “Standard EULA” from the “Atlassian Marketplace Terms of Use”. Reference is: http://www.atlassian.com/licensing/marketplace/termsofuse. By using the Marketplace Product you agree with the terms of abovementioned document.
By using the Software and Marketplace Product you particularly agree and acknowledge following information regarding your personal data:
i) When you purchase an application from the Atlassian Marketplace or generate a trial license, Atlassian provides us with a technical contact with certain personal information that can be used to reach you. In most cases, this information contains your full name, your company name and the email address you provided upon generating the license.
ii) We will send you educational emails regarding the products you purchase or generate a trial license for, which are integral part of the products themselves and may only contain links to additional content about them, like articles, webinars or documentation. We may also contact you afterwards with occasional newsletters, marketing or promotional materials, and other information that may be of interest to you. You can unsubscribe these emails at any moment. The personal data mentioned above will only be used by Deviniti and will not be shared with any third parties whatsoever.
iii) By purchasing a product from Deviniti, you grant us the right to include your entity as a customer in promotional material, including your organization logo. You can deny this right at any time by submitting a written request via email to support@deviniti.com, requesting to be excluded from any promotional materials. Requests made after purchasing may take up to thirty (30) days to process excluding printed materials.
iv) By installing the Software, you grant us the right to collect ticket fields (that may include email addresses and user names), comments and attachments and use them to synchronize with integrated system. After synchronization those data are not stored. The personal data will not be stored or shared with any third parties whatsoever.
v) Licenses are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Marketplace Product concurrently is equal to the number of User Licenses for which the necessary fees have been paid to Atlassian and/or its authorized partners (each, an “Atlassian Expert”). You may purchase additional User Licenses at any time on payment of the appropriate fees to Atlassian or an Atlassian Expert. “User License” means a license granted under this EULA to you to permit an Authorized User to use the Marketplace Product. The number of User Licenses granted to you is dependent on the fees paid by you.
SUPPORT POLICY
Deviniti will provide online technical support in reference to Software and Marketplace Product under condition that License is not expired or terminated.
Contact support
Supported contact channels:
via e-mail: support@deviniti.com
Business Hours
9:00 am - 5:00 pm, Monday through Friday Timezone: GMT+01:00
Our support team is based in Wroclaw, Poland. For all request we respond in 24 hours, excluding national holidays in Poland within the week.
Support for our products includes:
Solving problems to make Deviniti products running properly.
Answering questions about Deviniti products functionality.
Answering sales questions and requests.
Support in English and Polish languages.
Support for our products excludes:
Trainings.
Phone support, webinars, screen sharing, however, we use tools like Zoom or GoToMeeting for faster investigation issues of Deviniti products.
Solving issues not connected with Deviniti products.
Support in languages other than English and Polish.
TAXES AND DUTIES
In case Deviniti shall pay in your behalf you shall be solely responsible for taxes and duties if applicable in respect of the License. If the Deviniti becomes obligated to collect any tax or duty for which you are responsible, you will be charged the amount of such tax or duty in addition to the underlying fee.
PAYMENTS AND BILLINGS
Depending on your choice, for Marketplace Product you shall pay for the ensured License one of following methods:
a) by ordering us to pay on your behalf to the Atlassian Marketplace,
b) paying directly to the Atlassian Marketplace, in accordance with the regulations provided herein: https://www.atlassian.com/licensing/marketplace/termsofuse.
For Software you shall pay to Deviniti on the terms provided in Order or individually agreed.
TERMINATION
Deviniti may cancel this Agreement and terminate the License for the Software or/and Marketplace Product upon written or electronic notice with termination date indicated by Deviniti if you breach a material provision of this Agreement.
The Marketplace Product has termination rules as “Standard EULA” from the “Atlassian Marketplace Terms of Use”. Reference is: http://www.atlassian.com/licensing/marketplace/termsofuse
WARRANTY
The Software and Marketplace Product is provided on an “as is” basis and at your own risk. To the maximum extent permitted by applicable law, Deviniti and its licensors disclaim all other representations, warranties, conditions or other terms, either express or implied, including, but not limited to implied warranties and/or conditions of merchantability, satisfactory quality, non-infringement of intellectual property rights and fitness for a particular purpose, with regard to the Software and Marketplace Product and each and every part thereof.
Without prejudice to the generality of the foregoing, Deviniti does not warrant that the Software or Marketplace Product is error-free or that it will operate without interruption, nor that Deviniti will repair any errors in the software product, unless otherwise agreed.
Moreover, Deviniti further does not warrant that the Software or Marketplace Product will operate in all types of computers.
CONFIDENTIALITY
(a) As used in this Agreement, the term “Confidential Information” means, with respect to information disclosed by one party (hereafter, the “Disclosing Party”) to the other party (hereafter, the “Receiving Party”), any and all information of every kind and description relating to or concerning the Disclosing Party or its Affiliates marked “confidential” or “proprietary” or that a reasonable businessperson would understand to be of a confidential or proprietary nature under circumstances of disclosure or to give the Disclosing Party a competitive business advantage by reason of such information not being generally known, including but not limited to technical information; market, product and service offerings; data, code, know how, and trade secrets; and financial information, marketing plans, business opportunities, and actual or prospective and other third-party business relationships.
Notwithstanding the foregoing, information relating to or concerning a Disclosing Party shall not be deemed Confidential Information for purposes of this Agreement if (i) such information becomes publicly known after disclosure to the Receiving Party through no act or neglect of the Receiving Party in violation of this Agreement, (ii) such information that was already known or subsequently becomes available to the Receiving Party or its Representatives as a result of disclosure by a third party not under duty of confidentiality to the Disclosing Party, or (iii) such information was independently developed by the Receiving Party or its Representatives without reliance on or use of Confidential Information of the Disclosing Party.
(b) The Receiving Party shall hold in strict confidence and shall not disclose or communicate to any other person Confidential Information of the Disclosing Party furnished or made available to the Receiving Party, whether before or after the Effective Date. The Receiving Party shall use Confidential Information of the Disclosing Party solely in connection with performing and carrying out the intent of this Agreement and for no other purpose. The Receiving Party shall protect Confidential Information of the Disclosing Party from unauthorized disclosure contrary to this section using the same degree of care the Receiving Party uses to protect its own confidential and proprietary information but no less than a reasonable degree of care.
(c)Notwithstanding the foregoing:
(i) The Receiving Party may disclose Confidential Information of the Disclosing Party to such
directors, officers and responsible employees and to such outside financial, legal and tax advisors
and consultants of the Receiving Party or any of its Affiliates (each a “Representative”) as have
reasonable need for such information in connection with this Agreement, provided that each
Representative to whom Confidential Information of the Disclosing Party is disclosed (i) has been informed of the confidentiality of the such information and (ii) is obligated by reason of a written agreement, conditions of employment, professional ethics or operation of law to maintain and hold in confidence Confidential Information of the Disclosing Party to the same extent required of the Receiving Party under this Agreement. The Receiving Party shall be responsible for, and shall indemnify the Disclosing Party against losses sustained by the Disclosing Party as a result of, any unauthorized disclosure of Confidential Information by its Representatives or any of them contrary to the terms of this Agreement.
(ii) The Company may collect and track technical and related information about Licensee and its use of the Software (including but not limited to Licensee’s internet protocol address, hardware identifying information, operating system, application software, peripheral hardware, and
Software usage statistics) in order to assist the Company with maintaining and improving the
Software, issuing Updates and related support, marketing, and research and development
(d) At the written request of the Disclosing Party, the Receiving Party will promptly return to the
Disclosing Party or delete or destroy, as the Disclosing Party may direct and as the context may
require, all printed materials and digital files containing Confidential Information of the Disclosing Party then in the possession or control of the Receiving Party or any of its Representatives, including but not limited to information stored on hard drives, in computer memory, on remote servers, and any other data storage apparatus or depository. With respect to digital files and other information stored electronically, it is understood that deletion of such files from e-mail inboxes and working hard drives and servers shall suffice for destruction in accordance with this section, there being no need to erase
system back-up files.
(e) The Receiving Party acknowledges that Confidential Information of the Disclosing Party is unique and valuable to the Disclosing Party and that monetary damages may not be a sufficient remedy for unauthorized disclosure of such information contrary to this agreement. Accordingly, in addition to and without limiting any other remedy available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive and equitable relief as a remedy for any breach or threatened breach of this section by the Receiving Party or any of its Representatives.
(f) In the event the Receiving Party or any of its Representatives is required by law, regulation or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party will, to the extent permitted by law and reasonably practicable, promptly notify the Disclosing Party in writing prior to such disclosure in order to give the Disclosing Party an opportunity to petition the court or other authority for a protective order or similar remedy. The Receiving Party agrees to reasonably cooperate with the Disclosing Party, at the Disclosing Party’s cost, in connection with any such petition.
(g) The Disclosing Party’s failure to exercise or delay in exercising any right, power or privilege of the Disclosing Party under this agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege of the Disclosing Party under this agreement preclude any other or further exercise thereof by the Disclosing Party or the Disclosing Party’s exercise of any other right, power or privilege. No provision or breach of this agreement shall be deemed waived by the Disclosing Party unless the Disclosing Party acknowledges and consents to such waiver in writing.
(h) The provisions of this section and the parties’ respective obligations hereunder shall survive the expiration of the Term indefinitely
TECHNICAL REQUIREMENTS
Before accessing this Software Product and/or installing Marketplace Product please make sure that your computer meets the minimum technical specifications for the proper operation of this Software Product.
DISCLAIMER AND LIMITATION OF LIABILITY
Deviniti shall not be liable for any losses or damage of any kind resulting from the Software or Marketplace Product or its use, including but not limited to loss of data, computer failure or malfunction, or resulting from other losses (including lost profits) or damage.
Furthermore, Deviniti shall not be liable for delays, interruptions, service failures or other problems related to the use of the Internet and electronic communication or other systems.
The terms of this Agreement are without prejudice to any terms and conditions governing your use of any third party proprietary software product including without limitation any software or any open source software that may be incorporated into any separate plugins, delivery systems or other software programs.
The entire risk of use (including without limitation, (a) any damage to your computer hardware, data or software or (b) as a result of the failure to adhere to any precautions resides with you.
The maximum liability of the Deviniti for claims arising out of this agreement or use of the Software shall not exceed the amount of license fees actually paid during the term.
GOVERNING LAW
The governing law for this Agreement is Polish law. The provision of the Civil Code, the Copyright Act and other effective Polish laws shall be applicable in issues not governed by this Agreement. The Parties shall make all effort to amicably resolve all disputes arising in connection with this Agreement. All disputes that the Parties cannot amicably resolve, shall be submitted for resolution to the state court competent for geographical location of the registered office of the Deviniti.
AMENDMENTS TO THIS AGREEMENT
Deviniti is entitled to amend this Agreement unilaterally at any time in its sole discretion. In such case, you will be notified by e-mail of any amendment to this Agreement made by Deviniti at least 14 days before the effective date of the amendment.
MISCELLANEOUS
This Agreement constitutes the entire statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, agreements and arrangements.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and not be affected.