Atlassian End User License Agreement

This End User License Agreement (“EULA”) governs your download and/or use of the App ("Software"), including any update or upgrade thereto. This EULA is a supplement to the Atlassian Marketplace Terms of Use.

The software is protected by German copyright law (§§ 69a ff. UrhG). The copyright with regard to the Software is subject to this Agreement. The rights of use concerning the Software are subject to this Agreement and the Atlassian Cloud Terms of Service.

Unless otherwise indicated, the Software is property of codecentric. This EULA is a binding contract between you ("End User") and codecentric. Software and services provided by codecentric are at all times subject to this contract ("Agreement"). By downloading, installing and/or using the Software you confirm your acceptance of, and agree to be bound by, this Agreement.

1. codecentric grants the End User a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to download, install, and use the Software strictly in accordance with this Agreement.

2. codecentric reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice.

3. codecentric may, at its sole discretion and from time to time, also make generally available updates and/or enhancements of the Software.

4. The End User is not entitled to any support from codecentric as part of this Agreement.

5. The License presumes the End User’s full compliance with all the terms of this Agreement.

1. You are allowed to use this Software on the specified Atlassian product you bought the license for. Only backup copies of the Software shall be made for your use to replace the primary copy in the event of unavailability of the primary copy. The backup copies shall retain all copyright notices.

2. You are only granted a license for the softcopy, object code portion of the Software. You may not:

• de-compile, modify, adapt, reverse engineer, disassemble, create derivative works from, or otherwise attempt to derive, the Protected Code;
• sell, sub-license, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine-readable form the product or any data/information provided to you through the product to a person;
• vary or amend the authorized use;
• publish, circulate, promote, broadcast or refer publicly to the name "codecentric" or my logo without the prior written consent of codecentric;
• commit any act or omission the likely result of which is that the reputation of codecentric will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on his interests;
• copy or embed elements of the available code into other applications.

3. The Software shall not be distributed, re-copied, published, assigned, sold, bargained, conveyed, transferred, pledged, leased or granted any further rights to use.

4. The Software is protected by copyright and other intellectual property laws and treaties. The Software is licensed directly by codecentric. Therefore you acknowledge and agree that the licenser retains all copyrights and other proprietary rights in and to the software.

5. Your license to use the Software shall be revocable by the licenser upon you in writing. This license shall be automatically terminated upon your violation of the terms hereof or upon your use of the Software beyond the scope of the license provided herein.

6. Using the Software beyond the scope of this license shall constitute the copyright infringement that is sued according to the law.

7. This license shall be active and bind you upon your downloading of the Software.

8. The Software is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose. That includes, without limitation, that codecentric does not warrant that the Software will be error-free, complete, or correct. For evaluation purposes, you can retrieve a 30-day free trial license via the Atlassian Marketplace.

9. codecentric and corporate partners or potential subcontractors disclaim any and all warranties, expresses or implied, relative to the Software for a particular purpose or merchantability. The listed parties are not liable or responsible for any damage, loss of data, negative financial impacts, injuries or liabilities caused directly or indirectly of the use of the Software, including but not limited to incidental, consequential or special damages. Under no circumstances, the licensors responsibilities are beyond the value (if at all) of the paid services after the occurring of any of the listed incidents. The previous section is your sole and exclusive right for recourse of any infringement. The exclusion as mentioned above of liability and limitations will be applied regardless of whether you accept the software, updates or upgrades.

10. The laws of Germany govern this agreement, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the court. You agree that all controversies about the Software shall be brought in the courts of the licenser.

11. Licenser's failure to enforce any rights hereunder or its copyright in the Software shall not be construed as amending this agreement or waiving any of licenser's rights hereunder or under any provision of a state of the federal law.

12. Licenses granted by codecentric are granted subject to the condition that you must ensure the maximum number of authorized users that can access and use the Software concurrently is equal to the number of user licenses for which the necessary fees have been paid to. You may purchase additional user licenses at any time: Atlassian is the official reseller and will generate the necessary license keys as well as invoices. "User license" means a license granted under this EULA to you to permit an authorized user to use the Software. The number of user licenses granted to you is dependent on the fees paid by you. "Authorized user" means a person who accesses and uses the Software under the EULA and for which the necessary fees have been paid to codecentric via Atlassian.

1. codecentric offers the following services to the End User free-of-charge for the software during the term:

2. The End User will get software updates (updates) in the way defined by Atlassian, when updates are released by codecentric.

3. The End User shall be provided with technical support for troubleshooting and error resolution (hereinafter referred to as “Software Maintenance) for the software

codecentric 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 codecentric 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.

Governing Law

(a) The Parties expressly and irrevocably agree that this Agreement and any Order shall be governed by and construed in accordance with the substantive laws of Germany

(b) Each Party irrevocably agrees that any legal action, suit, or proceeding in any way arising out of or in connection with this Agreement or any Order shall be submitted to the exclusive jurisdiction of the courts of the city of Solingen, Germany. The Parties expressly waive any right to claim or assert forum non conveniens.

Confidentiality

(a) Each Party acknowledges that it may receive or otherwise have access to Confidential Information of the other Party in connection with the Agreement and any Order.

(b) Each Party shall keep Confidential Information of the disclosing Party strictly confidential and shall safeguard such Confidential Information from unauthorized disclosure, reproduction or use.

(c) Each Party shall use Confidential Information of the disclosing Party only for the purpose and to the extent necessary for the performance of its obligations under the Agreement and a respective Order or the exercise of its rights.

(d) Notwithstanding Sections (b) and (c), each Party may:

(i) Make available Confidential Information of the disclosing Party to those Representatives of the receiving Party's Group Members who need to know such information for purposes of implementing and performing the Agreement and a respective Order;

(ii) Make available Confidential Information to a third party, provided such third party is subject to confidentiality obligations at least as stringent as those applicable to the Parties and for the purpose and to the extent necessary:

(1) For the performance of the receiving Party's obligations under the Agreement and a respective Order; and/or

(2) To permit a third party to perform legal, accounting or audit services for a Party in assessing its business operations.

(iii) Make disclosures as required by applicable laws and regulatory requirements, relevant stock exchange rules and/or applicable accounting rules or as requested by any court of competent jurisdiction or any competent governmental, supervisory or regulatory body, provided that the receiving Party:

(1) Takes reasonable measures to limit such disclosures and to obtain confidential treatment or a protective order; and

(2) Unless prohibited by law, notifies the disclosing Party reasonably in advance to enable the disclosing Party to participate in such efforts.

Liability

(a) Each breaching Party shall be liable to the other Party for all damages and/or losses incurred by such Party as a result of the breaching Party's failure to duly perform any of its obligations under the Agreement or any Order.

(b) However, neither Party shall be liable to the other for any indirect or consequential, exemplary, punitive or special damages, regardless of the form of action or the theory of recovery.