End User License Agreement
If the End User does not unconditionally agree to all terms of this Agreement, the End User will not have any right to use the Software. RefinedWiki AB’s (Reg. No. 556827-1760, “RefinedWiki”) acceptance to this Agreement is expressly conditioned upon the End User’s acceptance to all the terms and conditions of this Agreement.
1. LICENSED SOFTWARE AND THIRD PARTY PRODUCTS
1.1. RefinedWiki makes available software through Atlassian Pty Ltd.’s (“Atlassian”) online marketplace (the “Atlassian Marketplace”), which are add-ons, apps and plugin features to Atlassian products Jira, Confluence and Jira Service Desk. RefinedWiki may also make software available to the End User through cloud services after the End User has accessed Jira, Confluence or Jira Service Desk.
1.2. The definition of “Software” in this Agreement is defined only as software made by RefinedWiki and does not include any other software including, but not limited to, any Atlassian products and/or any other third party add-ons, apps, plugins and/or similar products (“Third Party Products”).
1.3. The End User’s procurement and use of any Third Party Products are regulated under separate agreements solely between the End User and relevant third party. Accordingly, RefinedWiki is not, whatsoever, responsible for any Third Party Products.
1.4. RefinedWiki is not responsible for the content on, or services provided by websites or other online content, when such content and/or services are owned and controlled by a third party (“Third Party Material”). RefinedWiki only provides links and access to Third Party Material for the convenience of the End User, which under no circumstance can or shall be interpreted as if RefinedWiki takes responsibility for such Third Party Material.
2.1. RefinedWiki grants the End User a non-transferable, non-sub-licensable, non-exclusive, time-limited license (the “License”), revocable at RefinedWiki’s discretion, to use the Software in object code form only.
2.2. The License only allows the End User to use the Software as received at the time of download and/or installment, for in the purchase order specified number of authorized users, in a single installation of Atlassian products Jira, Confluence or Jira Service Desk. No other use of the Software is allowed without pre-approval by RefinedWiki in writing.
2.3. The Software may be subject to storage limitations. If the End User requests additional storage, RefinedWiki reserves the right to deny such request or charge the End User for additional storage at RefinedWiki’s prices applicable from time to time.
2.4. RefinedWiki may modify or discontinue offering the Software at any time, and this Agreement does not give the End User any rights that are not expressly and explicitly granted herein. RefinedWiki may, at its sole discretion and from time to time, also make generally available updates and/or enhancements of the Software. If required in order to provide the Software or other services, RefinedWiki is entitled to use data provided and/or uploaded by the End User as well as access the End User’s account. In relation to Software installed on servers which are not provided by RefinedWiki, the End User’s approval is required before RefinedWiki can gain access to such data. Provided that RefinedWiki has used the End User’s data and account as directed or enabled by the End User, RefinedWiki is not liable for any damage or inconvenience which the End User or any third party may suffer.
2.5. The License is subject to the End User’s full compliance with all the terms and conditions of this Agreement.
3. END USER’S USE OF THE SOFTWARE AND RESTRICTIONS
3.1. The End User shall be solely responsible for obtaining and maintaining any equipment and/or ancillary services needed to access, connect to, or otherwise use the Software, including, without limitation, modems, hardware, software and telephone services. The End User shall be solely responsible for ensuring that such equipment and/or ancillary services are compatible with the Software as well as keeping passwords and other log-in information secure from unauthorized users. Accordingly, the End User is also solely liable to bear all costs connected therewith.
3.3. The End User shall: (i) maintain and not remove or obscure any proprietary notices on the Software, and (ii) ensure that only an authorized user may use the Software and only for use in accordance with the terms and conditions of this Agreement
3.4. The End User shall not: (i) use the Software in any manner or for any purpose that violates this Agreement, any law or regulation, including but not limited to privacy rights and export laws, any right of RefinedWiki or third party, including but not limited to intellectual property rights; (ii) sell, distribute, assign, license, transfer, monitor or copy all or any portion of the Software or any source or object code made available as part of the Software to any third party; (iii) reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Software or parts of the Software or attempt to do any of the foregoing; (iv) interfere with or disrupt the Software; or (v) rent, lease, loan or provide any other party access to the Software without RefinedWiki’s pre-approval in writing.
3.5. The End User shall refrain from submitting any personal data to the Software. If personal data nevertheless must be submitted to the Software, the End User shall ensure that a data processing agreement is concluded with RefinedWiki, if necessary according to Swedish law and/or other applicable legislation. If the End User submits personal data in breach of this Agreement, the End User shall compensate RefinedWiki for all damages which RefinedWiki is ordered to pay by way of settlement or under a judgment and to compensate RefinedWiki for other costs incurred by RefinedWiki in connection therewith.
3.6. If the End User or an authorized user uses the Software in a manner for which it is not intended or otherwise may harm the Software, RefinedWiki is entitled to restrict or suspend the End User’s access to the Software. Accordingly, RefinedWiki is also entitled to remove and/or restrict the End User’s data. Following such event, the End User’s obligation to pay for the License shall not be suspended.
3.7. If claims are made against RefinedWiki or legal action is taken against RefinedWiki because of the End User’s use of the Software in breach of the Agreement, the End User undertakes to compensate RefinedWiki for the remuneration and damages which RefinedWiki is ordered to pay by way of settlement or under a judgment and to compensate RefinedWiki for other costs incurred by RefinedWiki in connection therewith.
4.1. RefinedWiki will provide online technical support to the End User, to one designated contact specified by the End User in connection with the purchase of the Software.
4.2. RefinedWiki’s Service Level Agreement (the “SLA”) includes further details what is, and what is not, included in RefinedWiki’s online technical support. The SLA can be found at RefinedWiki’s website under “Support”, www.refined.com.
4.3. The online technical support is for the sole purpose of addressing technical issues relating to the use of the Software (excluding any form of on-site visits by RefinedWiki personnel or contractors).
4.4. This section of the Agreement is only valid for End User’s having paid the applicable license fee for the Software and only for the time period which the license fee covers in accordance with the purchase order.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. The End User acknowledges that all rights, title and interest in the intellectual property in the Software including, but not limited to, all copyrights, patents and trade secrets therein and all documentation and manuals relating thereto are and shall remain the sole and exclusive property of RefinedWiki or under license to RefinedWiki.
5.2. The said intellectual property in the Software is licensed on a non-exclusive basis and not assigned by RefinedWiki to the End User. Upon termination or expiry of this Agreement, for any reason, all rights and licenses of the End User under the Agreement shall terminate.
5.3 With the limitations set out in section 7 below, RefinedWiki agrees to indemnify and hold End User harmless against any claim based on an allegation that the End User’s use of the Software according to this Agreement infringes a United States, Australian or European Union patent or copyright (“Claim”) and agree to pay those damages and costs finally awarded against End User by a court of competent jurisdiction as a result of such Claim, provided that RefinedWiki is (i) promptly notified and furnished a copy of the Claim, (ii) given all relevant evidence in End User’s possession, custody or control and (iii) given reasonable assistance in and sole control of the defence of the Claim and all negotiations for its settlement.
5.4 If the use of the Software become, or in the opinion of RefinedWiki may become subject of a claim of infringement of any third party’s intellectual property, RefinedWiki may, at its option and in its discretion either: (i) procure for End User to use the Software free of any liability, (ii) replace or modify the Software to make it non-infringing or (iii) terminate the End User’s right to continue using the Software and refund any licence fee related to the Software paid by the End User.
6. WARRANTY DISCLAIMER
6.1. RefinedWiki does not, whatsoever, warrant or support any Third Party Products and disclaims all liability for such products and/or services delivered in connection therewith.
6.2. RefinedWiki strives to keep the Software error free and available to the End User, but provides the Software on an “as is” and “as available” basis. Accordingly, RefinedWiki makes no warranty of any kind, express, implied or statutory, and RefinedWiki expressly disclaims all warranties, including without limitation, any implied warranties of merchantability, functionality or fitness for a particular purpose.
6.3. RefinedWiki does not warrant results of use or that the Software is bug free or error free or that its use will be uninterrupted. This disclaimer of warranty constitutes an essential part of this Agreement. All foregoing disclaimers also apply in full with respect to RefinedWiki’s licensors, suppliers, distributors, contractors and agents.
7. LIMITATION OF LIABILITY
7.1. RefinedWiki shall under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise be liable to the End User or any other person or entity for direct, indirect or other damage of persons or property or loss which the End User or a third party may incur because of RefinedWiki, use of or faults, such as disruptions, in the Software or the information and/or data which is handled with the use of the Software.
7.2. RefinedWiki shall not be liable to any extent for data secrecy in connection with the transfer of information and/or data by use of the Software.
7.3. RefinedWiki’s liability shall be limited in accordance with above, except in the case of gross negligence or intent. RefinedWiki’s liability under this Agreement, for damages of any kind whatsoever, shall always be limited to a maximum equal to the total license fees paid by the End User to RefinedWiki.
8.1. The End User hereby indemnifies and hold harmless RefinedWiki and/or its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable fees for legal counsel) arising from (i) the End User’s failure to comply with any term of this Agreement; or (ii) use of the Software in combination with other hardware, software or other systems that would have been avoided but for such use or combination.
8.2. To the maximum extent permitted by applicable law, the End User hereby release, and waive all claims against, RefinedWiki and/or its licensors, suppliers, employees and agents from any and all liability for claims, damages (whether actual or consequential), costs and expenses (including all litigation costs) of every kind and nature, arising out of or in any way connected with use of the Software.
9. TRIAL SOFTWARE
9.1. If the End User uses a trial version of the Software (the “Trial Software”), this section applies to the End User. All other sections of this Agreement, excluding section 4 for reasons stated below, apply in relation to any End User using the Trial Software.
9.2. The End User may only use the Trial Software for internal evaluation purposes.
9.3. The End User’s right to use the Trial Software is limited to thirty (30) days or such other trial period as is authorized by RefinedWiki. After the expiration of the trial period the Trial Software will seize to run and the End User is thereafter not entitled to use the Software.
9.4. The End User, and/or any other person or entity, that use the Trial Software have during the trial period no right to receive support or any kind of service from RefinedWiki, and what is stated in section 4 above only applies to End User’s which have paid the applicable license fee for the Software.
9.5. The End User, and/or any other person or entity, that use the Trial Software shall, in accordance with section 7.2 above, not have any right to compensation for damage of any kind whatsoever, as the End User has not paid any license fees to RefinedWiki.
10. BETA VERSIONS OF THE SOFTWARE
10.1. RefinedWiki may offer the End User to download, install and/or use beta versions of the Software (the “Beta Software”). The End User understands that the Beta Software is software under ongoing development by RefinedWiki and therefore cannot be considered complete or equal to the Software.
10.2. RefinedWiki only offers the End User, and/or other persons and entities, to use the Beta Software to test the Beta Software, wherefore the End User is solely responsible for any damage or other consequence of downloading, installing and/or using the Beta Software. RefinedWiki strongly recommend against, and the End User may not, use the Beta Software in production or any similar situation. Any Beta Software released by RefinedWiki is intended only for internal test and evaluation purposes.
11. TERM AND TERMINATION
11.1. The Agreement shall come into force on the date when the End User downloads, installs and/or start using the Software and shall remain in force and effect until this Agreement has been terminated in accordance with sections 11.2 and/or 11.3 below.
11.2. The Agreement may be terminated by RefinedWiki at any time, subject to a notice period of thirty (30) days. The Agreement may be terminated by the End User at any time, by uninstalling the Software and notifying RefinedWiki. On termination of this Agreement, the End User shall no longer be entitled to use the Software. If the End User breaches any terms or conditions of this Agreement or fails to pay the applicable license fee for the Software, RefinedWiki shall have a right to terminate the Agreement with immediate effect and demand compensation from the End User for all damage incurred by RefinedWiki in connection with the End User’s breach of contract. .
11.3. RefinedWiki shall also be entitled to terminate this Agreement with immediate effect if the End User is declared bankrupt, suspends its payments or otherwise can be deemed to be insolvent.
11.4. RefinedWiki may, to a reasonable extent and within a reasonable period of time after this Agreement has expired, remove or delete End User’s data.
12.1. Should either of the parties process personal data on behalf of the other party under this EULA, the parties shall conclude a data processing agreement.
12.2. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the End User does not have any authority of any kind to bind RefinedWiki in any respect whatsoever.
12.3. RefinedWiki’s failure to exercise any right provided by this Agreement shall not be deemed, or interpreted as, a waiver of that and/or any further rights in accordance with this Agreement.
12.4. RefinedWiki reserves the right to amend, add or remove functions in the Software or to amend this Agreement.
12.5. RefinedWiki shall, at its sole discretion, be entitled to assign this Agreement or any rights hereunder without giving prior notice thereof.
12.6. The End User grants RefinedWiki the right to include the End User’s name, trademark, logo or similar identifying material in a listing of customers on RefinedWiki’s website and/or promotional material in relation to the Software. You may request that we stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to 30 days to process your request.
12.7. Notices to the End User shall be sent to the e-mail address specified by the End User in connection with the purchase of the Software. Such notice shall be deemed to have been received by the End User unless the End User can prove otherwise.
12.8. Notices from the End User to RefinedWiki shall be sent by e-mail to the following
e-mail address; [email protected]. Notices to RefinedWiki shall be deemed to have been received by RefinedWiki when RefinedWiki confirms receipt.
13. GOVERNING LAW AND DISPUTES
13.1. This Agreement shall be applied, governed by and construed in accordance with Swedish law, without regard to or application of choice of law rules or principles.
13.2. Any dispute arising out of, or in connection with, this Agreement shall be exclusively resolved before the Swedish general courts and any court proceeding shall be initiated by filing with the District Court of Malmö (Sw. Malmö tingsrätt).