End-User License Agreement (“Agreement”)
Last updated: November 22nd, 2022.
Please read this End-User License Agreement carefully before clicking the “I Agree” button, downloading or using Agile Programs for Jira.
1. Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
- Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
- Authorized User means a person who accesses and uses the Application under the License.
- Application means the software program provided by the Company used by You, named Agile Programs for Jira
- Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Ativo BV, Meubelstraat 20, 2800 Mechelen, Belgium (www.ativo.io).
- Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise be made available by You, regardless of the form of that content.
- Country refers to: Belgium.
- Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
- Evaluation License means evaluation copies of the Application granted for a limited period by the Company in its sole purpose to You to access the Application, which may have limited functionality.
- Evaluation Period means a limited period for which the Evaluation License is granted.
- Fee means the license fee(s) payable by You to the Company on an annual or a monthly basis depending on the licensed product.
- Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
- You(r) means the individual accessing or using the Application, a company (including its subcontractors working on the premises of the company), or other legal entities on behalf of which such individual is accessing or using the Application.
By clicking the “I Agree” button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download or do not use the Application.
This Agreement is a legal document between You and the Company and it governs Your use of the Application made available to You by the Company.
The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
You represent that you are over the age of 18. The Company does not target its Content to children or teenagers under 18, and the Company does not permit any user under 18 for using the Application.
3.1 Scope of License
The Company grants You a non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.
The license that is granted to You by the Company is solely for Your internal business purposes, strictly in accordance with the terms of this Agreement. The Application must not be used by more users than the number of Authorized Users for which all Fees have been paid by, or on behalf of You.
You shall pay (or cause to be paid to) the Company any and all Fees for the Application, in the amounts and at the times agreed by the Company during the purchase process.
Subject to the terms of the Agreement and unless terminated earlier in accordance with the Agreement, the term granted hereunder shall be:
- for a paid License, the period of the paid license subscription or renewal, or
- for an Evaluation License, the Evaluation Period.
3.3 License Restrictions
You agree not to, and You will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application or make the Application available to any third party.
- Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
3.4 Intermediate parties
The License can be sold to you through intermediate parties selected by the Company (e.g. Atlassian Marketplace, Atlassian Solution Partners).
The Fee is based on the number of Authorized Users (or the tier of users) and specified in writing on the website ( https://ativo.io/agile-programs-for-jira-pricing/ ) at moment of conclusion of the Agreement.
4.1 Fees Revision
As the Application is permanently evolving and being updated, the Company has the right to revise the Fees at any given time. Revised Fees become applicable when buying a new License, when renewing a License, or when increasing the number of Authorized Users.
In case You don’t agree with the new Fees, You have the possibility to not renew Your License or to terminate the Agreement according to art. 13.
The Fee is exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges. You are responsible for paying all taxes associated with purchases made by You under this Agreement, except when the Company is legally obliged to pay or collect taxes for which You are responsible.
6. Intellectual Property
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.
This fully applies to the intellectual property rights that result from all modifications and adjustments made during the term of the Agreement, including those made at Your request, lead or in consultation with You.
The Company shall not be obligated to indemnify or defend You with respect to any third-party claim arising out of or relating to the Application. To the extend the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or Your use of it infringes any third-party intellectual property rights.
Except where notified otherwise in writing, You grant the Company a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display Your name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.
All information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure may not be made available to a third party in any way, except where this Agreement provides otherwise. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
For all confidential information received during the Term of this Agreement, Parties will use the same degree of care that they use to protect the confidentiality of their own similar confidential information, but not less than reasonable care.
Parties may disclose confidential information of the other Party to the extent compelled by law to do so, provided they give the other party prior notice of the compelled disclosure, to the extent permitted by law.
Our Security Policy (https://ativo.io/security-policy/) explains at high level how We ensure the confidentiality, integrity, and availability of the Application.
9. Modifications to the Application
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.
9.1 Updates to the Application and bug fixing
The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement. This also applies to any modifications or adjustments that are made by the Company on Your request.
9.2 Maintenance and Support
During the period for which you have paid the applicable support and maintenance fee, the Company will provide support and maintenance for the Application in accordance with the Support Policy. Support and maintenance for the Application includes access to new releases, if and when available, and any references to “Application in this Agreement include new releases.
11. Third-Party Services
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.
You must comply with applicable Third parties’ Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at Your own risk and subject to such third parties’ Terms and conditions.
12. Term and Termination
This Agreement shall remain in effect until terminated by You or the Company.
The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement by written notice. In case consumer law or any other legislation which requires a reasonable notice period is applicable, a notice period of 1 month will have be respected by the Company.
In case You fail to comply with any provision of this Agreement the Company will have the right to terminate the agreement immediately by written notice.
You may also terminate this Agreement by written notice with respect of a notice period of 1 month along with deletion of the Application and all copies thereof from Your Device.
Upon termination of this Agreement, the granted license shall be revoked immediately and You shall cease all use of the Application and delete all copies of the Application from Your Device.
Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of Your obligations under the present Agreement.
You agree to indemnify the Company and its parent companies, subsidiaries, affiliates, officers, employees, agents, partners and licensors against any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
14. No Warranties
The Application is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, 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 Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet Your 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.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of e.g. a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
15. Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and Your exclusive remedy for all of the foregoing shall be limited to 100% of the total amount paid by You under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damage whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
16. Force Majeure
In any case, the Company shall not be liable to You for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as but not restricted to, governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
17. Severability and Waiver
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
18. Product Claims
The Company does not make any warranties concerning the Application. To the extent You have any claim arising from or relating to Your use of the Application, the Company is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.
19. United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
20. Changes to this Agreement
Our software and the market evolve continuously.
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.
21. Governing Law and choice of forum
The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and Your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
The courts of Antwerp, Mechelen, have exclusive jurisdiction to settle any dispute which may result from this Agreement.
22. Entire Agreement
The Agreement constitutes the entire agreement between You and the Company regarding Your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.
If you have any questions about this Agreement, You can contact Us:
By email: email@example.com