This End License User Agreement, (this “Agreement”), is a binding contract between Navarambh Software Pvt. Ltd (“NSPL” or “Licensor”) and the individual or type of person intending to download, install or otherwise use the Software (hereinafter referred to as “Licensee”).
NSPL PROVIDES THE PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (II) LICENSEE HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, NSPL WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND LICENSEE MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR DOCUMENTATION.
For purposes of this Agreement, the following terms have the following meanings:
a) “Intellectual Property Rights” means any and all intellectual property or proprietary rights throughout the world, including all: (i) patent rights (including patent applications and disclosures); (ii) registered and unregistered copyrights (including rights in software, including in source code and object code); (iii) registered and unregistered trademark rights; and (iv) trade secret rights.
b) “License” has the meaning set forth in Section 2.
c) “Licensee” has the meaning set forth in the preamble.
d) “NSPL” has the meaning set forth in the preamble.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Software” means the downloadable and cloud-based applications provided by NSPL through the Atlassian Marketplace or any other means that interoperate with applicable products manufactured by Atlassian Pty Ltd (“Atlassian”), and any updates, upgrades, enhancements, releases, improvements, and any other adaptations or modifications made to such applications (which may contain, among other things, error corrections or other changes to the functionality, compatibility, capabilities, performance, efficiency, or quality of such applications), whether or not owned by NSPL.
“Term” has the meaning set forth in Section 11.
2. License Grant and Scope.
2.1. License and Right to Use. NSPL grants Licensee a non-exclusive, non-transferable worldwide, non-sub licensable license to use-
(a) the Software; and
(b)hosted or cloud-based environment under which the Software shall be provided (“Hosted Services”)
(c) any support services provided by Licensor relating to the Software or Hosted Services.
Software and Hosted Services, together with related documentation, are referred to herein as “Products”.
2.2. Use by Third Parties. The Licensee may permit authorized third parties to use the Products on Licensee’s behalf, provided that the Licensee is responsible for (a) ensuring that such authorized third parties comply with this Agreement and (b) any breach of this Agreement by such authorized third parties.
2.3. Trial Use. If NSPL grants Licensee a usage rights in the Software on a trial, evaluation, or other free-of-charge basis (“Trial Version”), Licensee may only use the Trial Version on a temporary basis for the period limited by the license key or specified by NSPL in writing. If there is no period identified, such use is limited to 30 days after the Trial Version is made available to the Licensee. If Licensee fails to stop using the Trial Version by the end of the trial period, the Licensee may be invoiced for its latest price and agree to pay such invoice. NSPL, in its discretion, may stop providing the Trial Version at any time, at which point the Licensee will no longer have access to any related data, information, and files and must immediately cease using the Software.
2.5 Registration on Atlassian Marketplace. You may need to register on the Atlassian Marketplace website (https://marketplace.atlassian.com) (“Atlassian Market Place”) in order to place orders or access or receive any Products. Any information that you provide during the registration process must be accurate, updated and complete. Licensee must also update your information so that Licensor may send notices, statement and other information to you by email or through Licensee account.
3. Third-Party Software.
The Products may include open-source software, content, data or other materials, including related documentation, that are owned by Persons other than NSPL and that are provided to Licensee on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). This License and Licensee’s use of the Software is subject to such Third-Party Licenses. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee of any Third-Party Licenses is also a breach of this Agreement. NSPL disclaims any liability for the consequence of such actions by such third parties.
4. Use Restrictions.
The Licensee shall not, directly or indirectly:
(a) use (including make any copies of) the Products beyond the scope of this License including Atlassian-manufactured software, Licensor’s other professional services relating to Atlassian-manufactured software, any physical hardware products provided by Licensor;
(b) permit any other Person (other than its authorised representatives) to use the Software or Products;
(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or Products or any part thereof;
(d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(e) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Software or Products, including any copy thereof;
(f) except as contemplated by this License, copy the Software or Products, in whole or in part;
(g) use the Software or Products in violation of any foreign, federal, state or local law, regulation or rule; or
(h) use the Software or documentation for purposes of the development of a competing software product or service or any other purpose that is to the NSPL’s commercial disadvantage.
To the extent permitted by law, fees paid to NSPL are non-refundable. If Licensee has not previously paid the license fee for the Products, then Licensee must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in Licensor’s pricing terms as published on the Atlassian Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the License(s) granted under this Agreement.
6. Return Policy.
Subject to the requirements of this Agreement, Licensee may return the Software within thirty (30) days of the invoice date. NSPL reserves the right to charge Licensee a fee for any Products returned to NSPL as may be decided by NSPL from time to time. No returns will be accepted after the thirty (30) day period has expired .Acceptance of returns of Products is in the sole discretion of NSPL.
7. Responsibility for Use of Software.
Licensee is responsible and liable for all uses of the Software and Products through access thereto provided by Licensor, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Products by its own users or by any other Person to whom Licensee may provide access to or use of the Products, whether such access or use is permitted by or in violation of this Agreement.
8. Maintenance and Support.
NSPL is not obligated to update, upgrade, enhance or improve the Software. This License does not entitle Licensee to any maintenance or support services with respect to the Software. However, NSPL may provide Licensee with online support services related to the Software (“Support Services”), in its discretion and for the sole purpose of addressing technical issues relating to the use of the Software. Support Services also include access to bug fixes, patches, modifications, or enhancements (together, “Releases”) to the Software that Licensor makes generally commercially available during the “Support Period.” When accepted by Licensee, any such releases will be considered part of the Software and subject to the terms of this Agreement.
The initial support period for Products is for twelve (12) months starting at the time the Products is purchased, and may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods commence upon the expiration of the prior support period regardless of when the Products are purchased.
Use of Support Services, if any, is governed by Licensor’s policies and procedures described in an user manual, in online documentation, and/or other Licensor-provided materials. Any supplemental software code provided to you as a part of Support Services will be considered part of the Software and subject to the terms of this Agreement.
All deliveries of Products will be electronic. For the avoidance of doubt, Licensee is responsible for the installation of any Software.
Licensor encourages feedback from its customers. If Licensee has any feedback regarding purchase or use of the Software, the same can be provided to Licensor here.
9. Collection and Use of Information.
Licensee acknowledges that NSPL may, directly or indirectly through the services of third parties, collect, use, and store information regarding Licensee’s use of the Software to improve the performance of, or develop updates to, the Software.
10. Intellectual Property Rights.
Licensee acknowledges and agrees that the Products are provided under License, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Products under this Agreement, or any other rights thereto other than to use the same in accordance with the License, and subject to all the terms, conditions and restrictions under this Agreement. NSPL and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Products and all Intellectual Property Rights arising out of or relating to the Products, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Products(including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify NSPL if Licensee becomes aware of any infringement of NSPL's Intellectual Property Rights in the Software or Products and fully cooperate with NSPL in any legal action taken by NSPL to enforce its Intellectual Property Rights.
11. Data Security & Privacy
A. Licensor values your privacy and is committed to secure private information from loss, misuse, unauthorized access, disclosure, alteration and destruction. Licensor will not sell or otherwise redistribute to third parties the information Licensor collects from you, as described in this Section.
B. Licensor constantly strives to improve its Products. To do so, Licensor needs to measure, analyze, and aggregate how users interact with the Products, such as usage patterns and characteristics of its user base. Licensor collects and uses analytics data regarding your use of the Products.
C. You agree that Licensor may collect and use technical data and related information, including without limitation, technical information relating to your device, system, and Products, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services and communications to you related to the Products, including providing you with information about services, features, surveys, newsletters, offers, promotions; providing other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages. Licensor may use this technical data and related information, as long as it is in a form that does not personally identify you, except to the extent necessary to provide you with support, or communications to improve its products or to provide services or technology to you. Licensor agrees to handle your data in accordance with (i) all applicable laws; and (ii) privacy and security measures reasonably adequate to preserve your data’s confidentiality and security. Licensee may opt out of promotions by emailing us at: firstname.lastname@example.org. Requests to opt out may take thirty (30) calendar days to process.
D. You retain all right, title and interest in and to any data, content, code, video, images or other materials of any type (“Your Data”) that you upload, submit or otherwise transmit to or through the Hosted Services or through Licensor’s online support systems available here, and any other related platforms used to collect customer feedback or to provide support. Subject to the terms of this EULA, you grant Licensor a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service.
E. Customer order data, if any, is stored encrypted and in access-controlled servers. Application data, if any, is stored on redundant storage nodes to protect data from hardware failures. Your Data is stored in the United States of America.
F. Licensor agrees (i) to handle Your Data in accordance with all applicable laws; and (ii) not share Your Data with third parties except as required by law. You acknowledge and agree that Licensor may disclose personally identifiable information under special circumstances, such as to comply with law.
12.Term and Termination.
(a) This Agreement and the License shall remain in effect unless terminated as set forth herein (the “Term”).
(b) NSPL may immediately suspend the Licensee’s usage rights given under this Agreement if the Licensee breaches any of the provisions of this Agreement.
(c)Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software.
(d) Either Party may, upon written notice to the other Party, terminate this Agreement for material breach, provided that such material breach is not cured within thirty (30) days following receipt of such notice.
(e) Upon expiration or earlier termination of this Agreement, the Licensee shall also terminate, and Licensee shall cease using and destroy all copies of the Software and related documentation.
(f) Notwithstanding any expiration or termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive expiration or termination of this Agreement shall so survive and continue in full force and effect.
13. Warranty Disclaimer.
THE SOFTWARE AND/OR PRODUCTSARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.NSPL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND/OR PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE PRACTICE. NSPL PROVIDES NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE AND/OR PRODUCTS WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
14. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL NSPL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NSPL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL NSPL'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED DOLLARS ($100).
Each Party agrees to use commercially reasonable efforts to maintain the confidentiality of any confidential information of the other Party that it obtains pursuant to this Agreement consistent with the efforts such Party uses to protect its own confidential and trade secret information of like importance, and shall take all reasonable steps to ensure that such confidential information is not disclosed or distributed by its employees or agents to third parties not subject in writing to an agreement to protect such confidential information. Each Party agrees that the Software and documentation shall be deemed confidential information of NSPL.
Licensee shall not share, transfer, disclose or provide access to person information or any other data to Licensor unless the same is allowed under the applicable data privacy laws including European Union Directive 95/46/EC (the "EU Directive"), the General Data Protection Regulation ("GDPR"), and any European Union law or regulation that may be enacted to replace the EU Directive or the GDPR. If Licensee does share, transfer, disclose or provide access to personal information or any other data while using the License of the Products under this Agreement, Licensee shall-
i. Be responsible for the acts and omissions of any applicable data privacy laws;
ii. Only share, transfer, disclose or provide access to a third party to the extent that such conduct is compliant with applicable law.
(a) This Agreement shall be governed by laws of the Republic of India without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the High Court of the state of Uttarakhand in India, and each party irrevocably waives any objection based on improper venue or forum non convenience.
(b) The relationship between Licensor and NSPL established by this Agreement is that of independent contractors. No joint venture or partnership is established by this Agreement. Neither Party is the agent, broker, partner, employee, or legal representative of the other Party for any purpose.
(c) All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses as may be designated by a party from time to time.
(d) This Agreement, together with all schedules attached hereto constitutes the sole and entire agreement between Licensee and NSPL with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without NSPL’s prior written consent, which consent NSPL may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which NSPL's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. NSPL may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(g) No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(h) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(i) For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. All schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(j) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
17.Update/Amendment to this Agreement
Update, changes and/or amendment may be made at any time to any clause(s) and any covenants of this Agreement at the sole discretion of NSPL without notice. User is encouraged to frequently visit this page and shall be responsible for reviewing the latest version of this Agreement. If any amendment is unacceptable to User, User may terminate this Agreement as set out in this Agreement. If User continues to use the service after the effective date of each amendment, User shall be conclusively deemed to have accepted such amended version of this Agreement.