EULA
Preamble
NGPILOT (hereinafter referred to as "Vendor") is the software vendor for Confluence and other products and services on the Atlassian Marketplace (hereinafter referred to as the "Software") and independently develops the Software for sale on the Atlassian Marketplace. Vendor's Software is available only from the Atlassian Marketplace at market.atlassian.com and Vendor has the right to grant sublicenses for use of the Software through the Atlassian Marketplace. The following terms apply to the contractual relationship between Vendor and the sublicensee (hereinafter referred to as "Buyer") for use of the Software on the Atlassian Marketplace (hereinafter referred to as the "License").
This agreement (hereinafter referred to as the "Agreement") sets out the license terms for the Software and the terms under which Buyer may use it. The term "Buyer" also includes its employees, agents, affiliates and subcontractors. The terms of this Agreement apply when Buyer first downloads, installs or uses the Software, whichever occurs first. Buyer requires a current valid license key or active subscription to use and continue to use the Products. If Buyer does not agree to the terms of this Agreement, Buyer may not download, install or use the Software or any services related thereto.
The Software is protected by international copyright laws. The right to use the Software is subject to this Agreement and the Atlassian Cloud Service Terms. Any conflicting, deviating or additional terms proposed by Buyer shall not become part of this Agreement unless Supplier expressly agrees to their validity in writing. This preamble and the terms contained therein are also part of this Agreement.
1. Purpose
1.1 This Agreement grants the right to use the Software and obtain Maintenance Services. An overview of the current Software offered by Supplier on the Atlassian Marketplace can be found in the Software Listing on the Atlassian Marketplace (hereinafter referred to as the "Document").
1.2 The Services related to the Software are primarily provided within the Atlassian Cloud environment (hereinafter referred to as the "Atlassian Cloud"). Neither Licensor nor Supplier has direct access to Buyer's data, except for a short period of time to provide Cloud Services. This includes content creation, editing and storage and all other data generated by Buyer using the Software in the Atlassian Cloud (hereinafter referred to as the "Application Data"). The Hosting Services are provided by Licensor (hereinafter referred to as the "Hosting Provider"). Most provisions here regarding the availability of the Services refer to the Hosting Provider. Supplier has no influence on the Atlassian Cloud. Please refer to the Atlassian Cloud Service Terms for Core Features.
1.3 This Agreement covers the latest version of the Software, from the beginning of the Agreement until the end of the Agreement (see Section 3).
1.4 Other services, including but not limited to installation, guidance, training, customization or any other services for the Software, are not part of this Agreement. If Supplier provides such services, they shall be agreed separately in writing.
2. Right to Use, Multiple Use and Network Use
2.1 The Supplier grants the Buyer a non-exclusive, non-transferable sublicense to a) use the Software; and b) use the Cloud Services, obtained from approved sources, for the direct benefit of the Supplier during the term of this Agreement and in accordance with the license specifically obtained by the Buyer (see Section 3) and as provided in this EULA (collectively, the “Right to Use”). “Cloud Services” means the hosting of the Software or parts thereof by a hosting service provider as a software-as-a-service to the Buyer.
2.2 These Rights to Use may only be exercised by the maximum number of Users for which the Buyer has licenses for the Atlassian core software (e.g. Confluence and/or Jira). In this case, the Trello upgrade is completely free of charge.
2.3 It is prohibited to provide the Software to more Users than the number agreed in the contract. If the number of Users exceeds the number agreed in the contract, a plan with a higher number of Users must be purchased. The Buyer agrees to pay the difference via a new transaction (upgrade) in the Atlassian Marketplace.
2.4 The Supplier shall ensure that the Hosting Service Provider keeps the Cloud Services available to central data processing systems that are not part of the Atlassian Cloud (see § 1.2) (hereinafter referred to as the “Server”).
2.5 All application data remain on the Atlassian Cloud. The Software is a JavaScript program that runs in the User’s web browser. Therefore, the Supplier and all its partners and subcontractors cannot access static application data at any time. 2.6 Unaffected.
2.6 When the Cloud Services are executed and the Supplier needs to temporarily process the application data, the Supplier shall ensure that the Hosting Service Provider has available processing capacity. The Software will be provided in accordance with Atlassian availability standards.
2.7 In most cases, the interconnection point for the Software and the Application Data is the User’s web browser. For very rare server-side activities, it is the exit router in the Licensor’s data center. The Supplier assumes no liability for the quality of the necessary hardware and software used by the Buyer and the telecommunication connection between the Buyer and the Supplier up to the interconnection point. In particular for the browser software, the Supplier requires the Buyer to use the latest versions of the mainstream Internet browsers and at least the web browsers required for the Atlassian core products.
3. Term
The Buyer may select the term of the Agreement according to the options available on the Atlassian Marketplace. Unless either party terminates the Agreement at the end of the term (the "Term"), the Term will automatically extend to the term initially selected. The rights of the parties to terminate the Agreement for good cause remain unaffected. The Agreement may be terminated by clicking the corresponding button "Cancel Subscription" for this Software in the Basic Software Management.
Initially, the Buyer is entitled to test the Software free of charge for 30 days (subject to change by Atlassian). During this period, the Supplier is not obliged to provide any support or maintenance services. During this period, the Supplier assumes no liability, to the extent permitted by law.
4. Resale, Transfer or Sublicense
The Buyer may not transfer, sell, rent, lease, sublicense, relicense or assign the Software in any way. In particular, the Buyer is not entitled to transfer access to the Software to third parties other than as provided for in the Atlassian Marketplace Terms. The Buyer shall take the necessary precautions to ensure that the Software and/or Application Data cannot be accessed by unauthorized third parties.
5. Open Source Software
If Open Source Software is used in Supplier’s products, it will not materially or adversely affect Buyer’s ability to exercise its rights to use the Software.
6. Cloud Services
Buyer shall not intentionally (a) interfere with other customers’ access to or use of the Cloud Services, or interfere with their security; (b) facilitate attacks on or disruption of the Cloud Services, including denial of service attacks, unauthorized access, penetration testing, scraping or distribution of malware; (c) cause an abnormal surge or increase in Buyer’s use of the Cloud Services that would negatively impact the operation of the Cloud Services, or (d) submit any information not contemplated in the applicable Documentation.
7. Ownership
Buyer does not acquire any right or license to use the Software during the Term other than the license granted under this License, and in particular does not become the owner of the marketing materials, any software or electronic media, intellectual property, methods, strategies, research and designs. Supplier and/or Licensor reserve the right to use in any manner any programming tools, skills, content, methods, strategies and techniques acquired or used in the performance of their duties under this License.
Ownership of application data created using the Software remains with the author of such content.
8. Maintenance Services
In summary, Vendor provides the following Software Services to Buyer free of charge during the Term:
Buyer will receive Software updates (Updates) in the manner defined by Atlassian when Licensor releases Updates; and Vendor shall provide Buyer with technical support for Software troubleshooting and error (as defined in Section 10.2) resolution as set forth in Section 10.1 (“Software Maintenance”) through the support channels listed in Section 9 during the support hours set forth in Section 11.3. Full details of these Services are set out in Sections 12, 13 and 14 below. Vendor has the right to have these Services provided by third parties (“Support Providers”). These Services are provided by Licensor.
9. Official Support Channels
The Supplier ensures that the following support channels are available from the Support Provider:
Publicly accessible documentation Publicly accessible help desk for registering new support tickets Direct email support via support@widgethost.app The Supplier strives to make the Services easily available via email, chat, Atlassian forums, Supplier forums, social media and other channels during the Support Hours specified in paragraph 11.3 below. However, availability is at the sole discretion of the Supplier.
10. Included Services
10.1 The Supplier provides the following services together with the Support Provider during the Support Hours (please see clauses 12, 13 and 14 for full details of these services):
Investigation of Software issues, Analysis of Errors (as defined in clause 10.2) and investigation of the root cause of reported issues (Root Cause Analysis) The above limited services constitute the entire obligation of the Supplier to provide Support Services. In addition, the Supplier is not obliged to provide further services. In particular, the Supplier is not obliged to provide installation, customization, programming, consulting and training services. If the Supplier provides such services, they shall be paid for separately and agreed separately in writing. If the Additional Services are provided free of charge, this does not imply any future obligations. If the Additional Services are provided free of charge, the liability of the Supplier is excluded to the extent permitted by law.
10.2 The Supplier shall use reasonable efforts to resolve documented reproducible errors in the Software (Software Maintenance) together with the Support Provider using qualified personnel and in accordance with generally accepted industry standards. The Supplier is not responsible for the success of the error resolution and does not provide any guarantee for this. The Supplier's only obligation with respect to error resolution is to use reasonable efforts together with the Support Provider to provide the Software Maintenance as provided for in this License. For the purposes of this License, an "Error" is a material non-conformity between the functionality of the Software and the Software documentation reported by the Buyer, which does not occur due to user error. An Error is not considered an Error if the Licensor cannot reproduce it. The non-conformity must result in a permanent and significant loss of functionality. In such cases, the parties shall endeavour to agree on the actions to be taken. Such an agreement may also be reached between the Buyer and the Support Provider acting on behalf of the Supplier.
10.3 The Supplier is not required to perform Software maintenance for the Buyer (without prejudice to the obligation to pay the agreed purchase price for the Software), in particular:
If the Error was caused by unauthorized modifications or changes to the Software (server and client);
If the current or previous Software version and the delivered Error Solution are not installed, unless the delivered Error Solution version contains the Error; For a Software version that was released some time before the Buyer reported the Error (e.g. more than one month). This timeline depends on whether and how Atlassian allows the Buyer to keep the instance in the Atlassian Cloud updated (“Release Track”). If the error is caused by unauthorized use of the software or improper operation, except when the software is used in accordance with the user documentation; For software provided by the supplier that is no longer developed or supported (terminated status), is intended for testing purposes and is therefore an unfinished version of the software (beta), created as a final test version (candidate version), and/or a development version (development version) or used as a free version; For any hardware defects; When the software is used for hardware, software (not limited to but in particular not current web browsers) and operating system environments not specified in the user documentation; Interruptions caused by force majeure or similar circumstances; Changes made to the software by the buyer in violation of this agreement; Changes made to the software by the supplier's technical personnel other than the licensor without the supplier's prior written consent. If the supplier or support provider provides such services, this shall be agreed in writing and paid separately.
10.4 The buyer shall be aware that neither the supplier nor the hosting provider stores any application data and therefore the buyer shall take adequate data backup measures to ensure that any data to be restored is stored in a machine-readable format and can be restored by the buyer with minimal effort. Atlassian provides the following guides for Atlassian's Jira Cloud backups and Confluence Cloud backups.
11. Error Reporting, Obligation to Cooperate, and Support Hours
11.1 The Buyer must immediately report any errors that may occur with a detailed description of the problem using the support channels listed in clause 9.
11.2 For the execution of the contractual services, cooperation by the Buyer must be complete and punctual. The obligation to cooperate includes the following items in particular:
The Buyer must observe all applicable laws and regulations. It is prohibited to transfer data or content to the Vendor's Servers that violate legal provisions or infringe third-party property rights or copyrights, or other rights of third parties.
When reporting an error, all documentation, log files, and other information relevant to troubleshooting shall be made available without delay;
Only data free from computer viruses or other harmful code may be transmitted;
The Buyer may use no software, technologies, or procedures in connection with the use of the contractual Software that is capable of affecting its operation, security, and availability.
11.3 To transmit error reports, the Buyer can reach the Support Provider during support hours on workdays between 09:00 and 17:00 (GMT). Workdays include Monday to Friday, except for all public holidays in England, in addition to the following days: 24 December and 31 December. The Vendor reserves the right to change support times as needed.
11.4 The support cases’ processing, considering the reaction and solution times specified in clauses 13, 14, shall be carried out during the support hours specified in paragraph 11.3.
12. Error Classification Levels
12.1 In the case of error reports, the Vendor shall make sure that the Support Provider uses reasonable endeavors to ensure that the processing of the support cases is carried out within the response and resolution times specified in clauses 13, 14. The response and resolution times depend on the classification level; the following error classification levels apply:
Priority 1: Critical error. The use of the whole or a material part of the Software is impossible or significantly restricted. A significant limitation exists where the whole or a material part of the Software no longer works, and no functional workaround can be achieved (“significant limitation”).
Priority 2: Other disturbances. Any other problems with the Software.
12.2 The Vendor shall make sure that the Support Provider uses reasonable endeavors to handle all support cases within the time periods set out below. Priority 1 errors are given priority over priority 2 errors, irrespective of the time they were registered in the support system.
13. Response Time
13.1 The response time is the period between the reporting of an error and the first action by the support provider. This period starts from the receipt of the corresponding support request through the official support channels according to clause 9 within the support times stipulated in clause 11.3 and runs only during the agreed support times. If a message appears outside the agreed support times, the response time starts from the next support period.
13.2 The supplier shall ensure that the support provider makes reasonable efforts within the following response times depending on the error level: priority 1: 4 hours, priority 2: 8 hours.
13.3 The response times are the supplier's stated wishes. In particular, with regard to clause 12.2, the supplier does not guarantee compliance with the stipulated response times. Failure to comply with these response times does not constitute any right for the buyer to reduce the price, demand compensation, terminate the agreement or seek any other form of compensation.
14. Resolution Time
14.1 The resolution time is the maximum time after the start of the work on the support case until the error is resolved by troubleshooting or a workaround is implemented.
14.2 The Supplier shall ensure that the Support Provider makes all reasonable business efforts to achieve the following resolution times depending on the level of error classification: Priority 1: 16 hours, Priority 2: 40 hours.
14.3 The response times are the Supplier's target resolution times on the average of the last 5 incidents of that priority. Resolution times for any particular incident will vary. In particular, with respect to clause 12.2, the Supplier does not guarantee compliance with the stated average response times. Failure to comply with these response times does not constitute any right for the Buyer to reduce the price, request a refund, terminate the Agreement or seek any other form of compensation.
15. Limitation of Liability
The Seller shall be liable for damages arising out of this Agreement, regardless of actual or legal reasons, only in accordance with the following provisions:
15.1 In the event of intent or loss of life or personal injury, the Seller shall be liable without limitation in accordance with the statutory provisions.
15.2 If the Seller negligently breaches an essential contractual obligation, liability shall in all cases be limited to the damages foreseeable at the time of entering into the Agreement up to a maximum of the total amount of all damages per year equal to 100% of the purchase price paid by the Buyer in that calendar year, provided that the Buyer can prove the damages. An essential obligation shall always exist if the obligation is essential for the proper performance of the Agreement and the Buyer trusts and can reasonably rely on it. This limitation of liability also applies to data loss and data corruption. An essential contractual obligation in the context of this Agreement is any obligation the fulfillment of which is necessary to enable the proper performance of the Agreement and the compliance of which the other party to the Agreement regularly relies on.
15.3 Liability is excluded in the case of negligent breach of other non-essential contractual obligations and (where authorized by applicable law) indirect and/or consequential damages (including, but not limited to, special damages, even if the Seller was aware of the possibility of such special damages); loss of profit; loss of anticipated savings; loss of business opportunities; loss of goodwill; loss or corruption of data.
15.4 The Supplier will indemnify and hold harmless the Buyer from any claims, actions or proceedings arising out of the Supplier’s infringement or infringement of any third party’s trademark, copyright, patent or other intellectual property rights relating to the Software. The maximum amount of damages that the Supplier shall be liable for shall be limited to Section 15.2.
15.5 The Supplier shall not be liable if the loss of Application Data is caused by the Buyer’s failure to perform data backups to ensure that the Buyer is able to restore the lost data with reasonable efforts.
15.6 The Buyer will indemnify and hold harmless the Seller from any claims, actions or proceedings arising out of (i) the Buyer’s breach of applicable data protection laws; and/or (ii) infringement of intellectual property rights.
16. Fees
All costs for the Software are defined in the Atlassian Marketplace. In the Atlassian Marketplace, the Buyer purchases and pays directly unless they work with an Atlassian Solution Partner.
17. Defects
In case of a defect (which is not an ‘error’) of the Software, the Vendor shall in its sole discretion remedy the defect immediately or to deliver a replacement free of defects if the Buyer notifies the Vendor of the defect. Claims based on a defect shall become statute-barred within one year of the Software being provided by the Vendor.
18. Warranty
18.1 The Vendor guarantees that the Software has the quality as defined in this Agreement during the Term.
18.2 The Vendor also guarantees that it is entitled to grant the sublicence in accordance with this Licence.
18.3 The Vendor does not accept any additional guarantees. All other conditions, warranties, or other terms which might have effect between the parties or be implied or incorporated into this Licence, whether by statute, common law, or otherwise, are hereby excluded, including the implied conditions, warranties, or other terms as to the satisfactory quality, fitness for purpose or the use of reasonable skill and care.
18.4 Warranty claims shall become statute-barred within one year of the Software being provided by the Vendor.
19. Quotation for Marketing Purposes
The Vendor is entitled to use the Buyer's name, including its logo, as a reference for advertising purposes. The Buyer can send an email to support@widgethost.app at any time. By receipt of this Email, the Vendor shall endeavor to cease future use within one week.
20. Export and Import Control
The licence and services under this Agreement may be subject to export and import restrictions in certain countries. The Buyer shall comply with the applicable export and import control regulations. The performance of the Agreement by the Vendor is subject to the provision that there are no obstacles to performance due to national and international export and import law provisions or any other statutory provisions.
21. Termination
The Vendor shall be entitled to terminate the obligation of providing the Software Maintenance (clause 8) without notice if, in particular: the Buyer breaches their obligations under this Agreement and if, despite an appropriate grace period with a rejection warning, they do not put an end to the breach or demonstrate that appropriate measures have been taken to suitably prevent the repetition of the breach of contract in the future.
22. Miscellaneous
The Vendor is not responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, epidemics, pandemics or an outbreak of infectious disease, quarantines, national or regional emergencies, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (“Force Majeure”); it being understood that the Vendor is to use commercially reasonable efforts that are consistent with accepted practices in the software industry to resume performance as soon as practicable under the circumstances.
All agreements are contained within this contract.
Should a provision of this Agreement be or become invalid, all other provisions shall remain unaffected. Such an invalid provision shall be replaced with a provision in line with the intention that the parties could reasonably attribute to the Agreement at the time of entering into said Agreement.