END USER SOFTWARE LICENSE AGREEMENT Rev1.0
THIS END USER SOFTWARE LICENSE AGREEMENT (the “AGREEMENT”) is a legal agreement entered into by and between you (either an individual or a legal entity), the “LICENSEE”, and NUUM SOLUTIONS INC., a Canadian corporation, with a place of business at 1117 rue Sainte-Catherine W, Suite 900, Montréal, QC, H3B 1H9, CANADA (the “LICENSOR”).
LICENSOR and LICENSEE are hereinafter referred to jointly as the “PARTIES” and each as a “PARTY”.
LICENSEE agrees to be bound by the terms of this AGREEMENT by installing, copying, downloading, trying or otherwise using the LICENSED SOFTWARE. Should the LICENSEE not agree with the terms of this AGREEMENT, LICENSEE shall not use the LICENSE SOFTWARE, uninstall and destroy it.
In consideration of the promises and mutual covenants set forth below, LICENSOR and LICENSEE agree as follows:
Definition of “LICENSED SOFTWARE”: A standalone computer program, a plugin, an app or an add-on module for Atlassian® Jira or Confluence for which a trial, free, academic or commercial license has been obtained either from Atlassian, from an authorized reseller, or by LICENSOR and which includes “CONTENT” such as, but not limited to, documentation, models, configuration files, templates, blueprints, zip file packages, images, scripts, executables, text pages, project information, and furnished by LICENSOR to LICENSEE under the terms of this AGREEMENT.
Definition of “SUPPORT”. Direct consultations provided by LICENSOR to LICENSEE in response to LICENSEES requests and related to the LICENSED SOFTWARE.
GRANT OF LICENSE
Responsibility. LICENSEE hereby accepts the responsibility for ensuring that all usage of the LICENSED SOFTWARE complies with the terms of this AGREEMENT.
Ownership. LICENSEE acknowledges that LICENSED SOFTWARE and any CONTENT whether or not protected by intellectual property rights or copyrights are owned by the LICENSOR or by the content owner under the terms of this AGREEMENT.
Perpetual license. Upon the acceptance of the AGREEMENT, and the payment of any and all fees related to the LICENSED SOFTWARE, LICENSOR grants LICENSEE’s and LICENSEE’s authorized users the perpetual right to use any specific versions of the LICENSED SOFTWARE, subject to this AGREEMENT.
Single License. LICENSED SOFTWARE may be installed only once per server (based on Server ID).
New versions. For every new version of the LICENSED SOFTWARE, the AGREEMENT is automatically renewed.
Debug of beta versions. LICENSEE May receive beta or debug versions from LICENSOR for trial or debugging purposes. LICENSEE agrees that any such version is valid for a period of 3 months beginning at the date of receival of the version. LICENSEE shall delete any beta or debug version within 3 months of receival, or before if requested in writing by LICENSOR. Generation of debug or beta versions is at the discretion of the LICENSOR.
Limit. LICENSEE shall respect the maximum number of users permitted as per its paid license fees. Additional users may be bought, based on Atlassian user categories defined on Atlassian Marketplace.
Renewals. LICENSEE must pay all applicable fees to LICENSOR by their due date. Failure to pay the fees will result in the immediate termination of the LICENSEE’s right to receive maintenance and SUPPORT.
Support. LICENSOR will provide support services to LICENSEE in regards with the LICENSED SOFTWARE, for the period the applicable fees were paid in full by LICENSEE. Un-LINCENSED SOFTWARE requests will not be serviced.
Installation. LICENSEE shall be responsible for installation of the LICENSED SOFTWARE and shall install the LICENSED SOFTWARE in accordance with instructions furnished by LICENSOR and by Atlassian. Support for the duration of the trial license will be provided at LICENSOR's sole discretion and may be conditioned upon payment of additional fees.
RESTRICTIONS ON USE
LICENSEE agrees not to
- Allow anyone other than LICENSEE’s authorized employees, agents and/or representatives to evaluate and use the LICENSED SOFTWARE;
- Reverse engineer, disassemble, decompile, or otherwise attempt to recreate all or any portion of the LICENSED SOFTWARE;
- Sell, resell, redistribute or sublicense the LICENSED SOFTWARE, except for authorized vendors and Atlassian Solutions Partners.
- Use the LICENSED SOFTWARE for any illegal purpose or violation of any law;
- Make any modifications, enhancements, adaptations, derivative works, or translations to or of the LICENSED SOFTWARE, without prior consent from the LICENSOR.
Data generation. LICENSOR and LICENSEE acknowledge that, interactions with the LICENSED SOFTWARE may lead to data generation by LICENSEE. LICENSEE agrees that all output data generated from LICENSEE’s utilization of the LICENSED SOFTWARE, including screenshots images, shall remain the strict property of LICENSEE under this AGREEMENT unless explicitly stated otherwise.
Definition of CONFIDENTIAL INFORMATION: any and all information related to LICENSOR business and operations not generally known by others, including, but not limited to, information related to LICENSOR’s products, proposed products, research and development programs, intellectual property, technical information and data, finances, sales, customers, and profitability, business strategies, organizational structure.
Exceptions. CONFIDENTIAL INFORMATION shall not include information that (i) was generally known to the public prior to disclosure to LICENSEE; (ii) becomes generally known to the public though no wrongful act or failure to act by LICENSEE or (III) is disclosed to LICENSEE by a source other than LICENSOR, which disclosure is not in breach to LICENSOR or other entities.
Confidentiality duties. LICENSEE agrees to
- keep confidential and utilize its best efforts to prevent unauthorized disclosure of any CONFIDENTIAL INFORMATION;
- treat LICENSED SOFTWARE with the same care as it treats information of its own which it does not want to be publicly disclosed, and
- unless stated otherwise in writing by LICENSOR, refrain from discussing, presenting, publishing, or making available to the public by any mean the LICENSEE’s results, opinions or conclusions related to the LICENSED SOFTWARE.
The Confidentiality and Non-Disclosure obligations described under this paragraph shall survive the termination of this AGREEMENT.
LIMITATION OF LIABILITY
LICENSED SOFTWARE IS PROVIDED "AS IS." WITH RESPECT TO THE LICENSED SOFTWARE, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONNINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR ANY PART THEREOF WILL MEET THE LICENSEE’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. LICENSOR IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. ANY USE BY LICENSEE OF THE LICENSED SOFTWARE IS AT THE LICENSEE’S OWN RISK.
LICENSEE EXPRESSELY ACKNOWLEDGES AND AGREES THAT LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGE WHATSOEVER, BEING LIMITED TO, LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR OTHER FINANCIAL LOSS WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, BY THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. LICRENSOR’S MAXIMAL LIABILITY TO LICENSEE FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY LICENSEE TO LICENSOR FOR THE USE OF THE SOFTWARE.
LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR AND ITS OFFICERS, DIRECTORS AND EMPLOYEES FROM ANY LIABILITY, LOSS, DAMAGE, COST OR EXPENSE (INCLUDING REASONNABLE LEGAL FEES) ARISING OUT OF ANY ACT OR MOISSION BY LICENSEE IN CONNECTION WITH THE SOFTWARE.
For all LICENSED SOFTWARE, this AGREEMENT shall terminate automatically on the expiration date of a license.
Debug and beta versions. For all beta or debug versions, this AGREEMENT shall terminate automatically 3 months after the reception date of such version.
Termination for breach of AGREEMENT. LICENSOR shall have the right without further notice, obligation or liability to LICENSEE to immediately terminate this AGREEMENT upon written notice, provided that LICENSEE fails to comply to the terms and conditions of this agreement.
Sole Agreement. This AGREEMENT shall constitute the entire agreement between LICENSOR and LICENSEE and supersede all prior agreements with respect to the LICENSED SOFTWARE. At the LICENSEE’S request, this AGREEMENT may be amended in writing and signed by the PARTIES, provided that the LICENSOR agrees of such forthcoming requested amendments. In no case shall the LICENSOR be obligated to accept LICENSEE’S amendments, without any further justification.
Modifications. LICENSOR may, from time to time, modify the AGREEMENT without further notice. LICENSEE agrees to be bound by the latest AGREEMENT published by LICENSOR. As soon as a new AGREEMENT text is published, former agreements become null and void and only the latest version is in full force. All AGREEMENT versions shall be publicly listed on the LICENSOR websites or support pages.
Notice in writing. All notices, requests and other communications under this AGREEMENT shall be in writing.
Marketing. LICENSEE hereby agrees to be publicly identified as a customer of LICENSOR. By this paragraph, LICENSOR may refer to LICENSEE’s commercial names in all marketing productions of LICENSOR.
Communications. LICENSEE hereby consents to receive emails communications from LICENSOR. All emails shall be strictly limited to LICENSOR products information and notifications, LICENSOR company and business information in the form of newsletters, LICENSED SOFTWARE, expirations and renewals, surveys.
No Joint Venture. This AGREEMENT is not, nor shall it be construed as, a joint venture, partnership or other organized business arrangement. Nothing in this AGREEMENT implies a commitment by one PARTY to enter into any kind of business relationship whatsoever with the other PARTY.
Force Majeure. Neither PARTY will be in default of its obligation hereunder to the extent that its performance is delayed or prevented by a force majeure.
Governing Law and Venue. This AGREEMENT, along with its interpretation, execution, application, validity and enforceability, shall be subject to legislation in effect in the Province of Québec, Canada. The PARTIES agree to submit to the exclusive jurisdiction and venue of the courts in the judicial district of Montréal, Québec, Canada.
Severability; Non-Waiver. If any provision of this AGREEMENT is held to be illegal, unenforceable or invalid by any court of competent jurisdiction, the remaining provisions hereof shall remain in full force and effect. The failure or delay of either PARTY to enforce at any time any provision of this AGREEMENT shall not constitute a waiver of such PARTY’s right thereafter to enforce each and every provision of this AGREEMENT.
Language. The PARTIES hereto confirm that it is their express wish that this AGREEMENT be drawn up in English only. Les parties aux présentes confirment leur volonté expresse que la présente convention soit rédigée en anglais seulement et s’en déclarent satisfaites.