END USER LICENSE AGREEMENT
Last Updated: December 1, 2016
This END USER LICENSE AGREEMENT (“Agreement”) is a legal agreement between “you” and MoroSystems, s.r.o., Smetanova 1022/19, 602 00 Brno, Czech Republic, Registered No.: 277 04 424 (“MoroSystems”). By installing, copying, downloading or otherwise using the software or any of its parts (“Product”), you unconditionally agree and are legally binding with the terms and conditions described in this Agreement. This Agreement applies from the date when you install copy, download or otherwise use the software or any of its parts (“License Time”). If you are agreeing to this Agreement on behalf of a company or other organization, you represent that you have the authority to bind that company or organization to this Agreement, and the terms "you" and "your" will refer to that company or organization. If you do not have that authority, or if you do not agree with this Agreement, you may not install, copy, download or otherwise use any of our Products or its parts.
YOU ARE NOT AUTHORIZED TO USE ANY PRODUCT UNLESS AND UNTIL YOU ACCEPT THIS EULA.
MoroSystems is entitled to send you emails with marketing materials, unless you object to it via email to firstname.lastname@example.org. You can object at any time, but please note, that it may take us up to 30 days to process your request.
You can access, browse, purchase and/or download our Products at the Atlassian Marketplace web page (https://marketplace.atlassian.com/vendors/1210618) or at the web pages owned by MoroSystems (“Media”). Products comprise any software, content, services, technology, data and other digital materials included in or made available through those Media, as well as any updates, upgrades and other changes thereto and versions thereof. We may make those Products available at no charge and for a price.
The Products and their permitted use are further described in our standard documentation (“Documentation”), which is available to each Product on https://morosystems.atlassian.net/wiki/. You acknowledge that the Products are designed to interoperate with “Atlassian Products” and can be used only on devices that also have an Atlassian Product installed (or through which an Atlassian Product is otherwise accessed) and meet certain other technical requirements described in the Marketplace Guidelines as amended from time to time by Atlassian Pty Ltd.
a. Evaluation of the Products. MoroSystems may offer free evaluation and/or other limited versions of its Products, so you can preview Products before you purchase the full version ("Evaluation"). If the Product is only provided for evaluation purposes, your rights are limited to an "Evaluation License" which permits you to use, download, install, and/or operate the Product for a limited period of time ("Evaluation Period", usually 30 days), and it will only be accessible by a limited number of temporary users. After the Evaluation Period, the Product will stop functioning.
b. Licenses to the Products. MoroSystems grants you a non-exclusive, non-sublicenseable and non-transferable License to install and use the Product during the applicable License Time in accordance with this Agreement. The Licence may be limited to the defined number of instances, limited to the number of authorized users and the number of authorized server nodes, as designated by MoroSystems, and described in the Documentation. The License requirements to each Product will be specified in your Order. The "License Key" in, which is required in order to operate the Product, will be delivered as described in Section 6 (Distribution).
c. Developer Licenses to Products. You acknowledge that MoroSystems may decide to grant you Developer Licenses for testing purposes on development or staging servers. You may not use such licenses for any other purposes. Developer Licenses are provided on demand and based on the own discretion of MoroSystems. In this case the license is free of charge to commercial license (Licences to Products) holders and the maintenance expiration of this license will be synchronized to the maintenance expiration date of your product.
d. Free to Use Products. You acknowledge that MoroSystems may make some of the Products available with no charge. In that case MoroSystems grants you a perpetual, non-exclusive, non-sublicensable and non-transferable license to use of the Product, limited to the defined number of instances, limited to the number of authorized users and the number of authorized server nodes, as designated by MoroSystems, and described in the Documentation. We may terminate your right to use Free to Use Products at any time and for any reason in our sole discretion, without liability to you.
a. Intellectual Property. You acknowledge that all the intellectual property or proprietary rights in and to the Product, as well as printed or electronic Documentation, are owned by MoroSystems. Buying the License does not grant you any ownership or any other rights to the Product itself or its further dissemination.
b. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not directly or indirectly (i) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (ii) use the Products for the benefit of any third party, (iii) incorporate any Products into a product or service you provide to a third party, (iv) interfere with any License Key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (v) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats to any Products, except as permitted by law, (vi) remove or obscure any proprietary or other notices contained in any Product, or (vii) publicly disseminate information regarding the performance of the Products.
c. Export Restrictions. You acknowledge that the Product licensed hereunder is subject to the export control laws and regulations of the Czech Republic, and any amendments thereof. You may not export, ship, transmit or re-export software in violation of any applicable Czech law or regulation. You must ensure that your use of the Product and all your data is at all times compliant with all applicable local and international laws and regulations.
a. Directly with MoroSystems. If you order the Product directly with MoroSystems through any of their owned web pages, you will be redirected to our purchase and payment provider (“Provider”). You will specify your requirement in the "Order", which may include number and type of authorized users, number of authorized server nodes, number of licenses, copies or instances or other restrictions or billable units. The term Order also includes any applicable Product or Support and Maintenance renewal, as well as increase or upgrade of your previously granted License.
b. Atlassian Marketplace. If you order the Product through Atlassian Marketplace, you must agree with their Term of Use (https://www.atlassian.com/licensing/marketplace/termsofuse) and their standard EULA. In the Order, you will specify the Product requirement, which may include number and type of Authorized Users (as defined in their standard EULA), storage or capacity (for Hosted Services), numbers of licenses, copies or instances (for Software), or other restrictions or billable units. The term Order also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your License.
c. Reseller Orders. This Agreement applies whether you purchase our Products directly from MoroSystems, or through Atlassian, or through Atlassian “Experts”, or through other authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your requirements shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on MoroSystems’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
5. Price and payment
Price of the Product is indicated directly by each listed Product. You agree to pay all fees in accordance with each Order in order to obtain the License Key, unless its Free for Use Product. Unless expressly said in this Agreement, all amounts are non-refundable, non-cancelable and non-creditable.
In case you buy the Product directly with MoroSystems, you will be redirected to our purchase and payment Provider. You agree and acknowledge that the Provider is the Reseller of the Product, you are purchasing, and you are required to make the related payments directly to this Reseller. The sales contract between you and Provider includes this Agreement and the applicable invoice provided to you by this Provider.
After you Order a Product and pay any corresponding fees, you may use and/or download the Product.
We will deliver the applicable License Key to the Product according to your Order to the email addresses specified in your Order, after we (or our Provider) have received payment of the applicable fees. All deliveries under this Agreement will be electronic. In case you bought the Product at Atlassian Marketplace, the License Key will be delivered to you directly by Atlassian.
We shall reasonably advise and support you in preparing the installation, however it is your responsibility to read and follow our instructions in the Documentation and/or clarify the installation conditions with us before your Order, to be able to carry out the installation by yourself. MoroSystems has no further obligation after delivery of the License Key.
7. Support and maintenance
MoroSystems will provide the Support and Maintenance services for the Products during the period for which you have paid the applicable fee. Support and Maintenance for the Products includes access to New Releases, if and when available during a valid support time. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Product that we make generally commercially available. We may inform you about such release through email, web page, blog, or other relevant channels, however, we have no obligation to it.
The initial Support and Maintenance Period is for 12 months starting at the time of the purchase, and may be renewed for additional twelve month periods ("Renewal") at the 50% price of current Product. In case of “Upgrade” of the Product the Support and Maintenance period is extended for additional months for total of 12 months starting at the time of the purchase of the “Upgrade”.
Use of Support, if any, is governed by MoroSystems' policies as decribed in the Documentation.
If choose to submit comments, information, questions, data, ideas, description of processes, or other information to MoroSystems (“Feedback”), we may in connection with any of the Products or services freely use, copy, disclose, license, distribute and exploit any of this Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
This Agreement is in effect for as long as you are using our Products, unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the License Key if the other party materially breaches any of the terms of this Agreement and does not cure the breach within 30 days after written notice (email) of the breach. Either party may also terminate the Agreement before the expiration of the Key if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
You may terminate this Agreement at any time with written notice to MoroSystems (email@example.com or by mail), but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Products, or Support and Maintenance. Your License automatically terminates if you fail to comply with the terms of this Agreement.
Once the Agreement terminates, you will no longer have any right to use or access any Products or Services, or any information or materials that we make available to you under this Agreement, including Confidential Information.
After termination as well as expiration, you are still binded to Sections 3, 9, 10, 12, 13 and 14.
9. Warranty and Disclaimer
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
WARRANTY DISCLAIMER. ALL PRODUCTS ARE PROVIDED “AS IS,” AND MOROSYSTEMS AND ITS RESELLERS AND PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MOROSYSTEMS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MOROSYSTEMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MOROSYSTEMS NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (i) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (ii) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (iii) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (iv) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (v) ERRORS OR DEFECTS WILL BE CORRECTED; OR (vi) THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE USD 20. The parties agree that the limitations specified in this section (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to each constitute the confidential property (“Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Technology and any performance information relating to the Products shall be deemed Confidential Information of MoroSystems without any marking or further designation. Except as expressly authorized herein, the each party will hold in confidence also beyond the end of this Agreement and not use or disclose any Confidential Information. Nondisclosure obligation shall not apply to information has become public knowledge without breach of any confidentiality obligation; or if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the other Party).
In the course of providing its contractual obligations under this Agreement, MoroSystems as well as Provider or Reseller, may process your personal data or where it is required, we may make access to such personal data to third party (such as web pages providers, payment processing, billing, tax and legal services etc.). Those third parties may have access to or process your Information for the purpose of providing services for us. You acknowledge that you agree to it by agreeing with tems of this Agreement.
In term of this Agreement, the personal data, such as information about you and your company as you register for an account, create or modify your profile, make purchases, use our Products, access or interact with the services. Information we collect includes but not limited to contact information such as name, user name, name of company, job title, photo, email address, mailing and/or billing address, phone number, credit card details or bank account number etc. We will not share or disclose any of your personal data with third parties except as described in this Agreement.
MoroSystems may name you as a referential customer as of conclusion of this Agreement. You can deny this right at the time of the first Purchase as well as at any time afterwards by objecting via email to firstname.lastname@example.org. Upon receipt of such request, we will remove any reference, but please note, that it may take us up to 30 days to process your request.
You may as well object any time to us collecting such personal data by objecting via email to email@example.com. Please acknowledge that such act is considered as disagreement with this Agreement, which is considered as Termination from your side as described in Section 8.
You agree that MoroSystems and its Providers or Resellers, as well as their employees, shall have no liability whatsoever for any use you make of the Products. You shall indemnify and hold harmless all named above from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) your failure to comply with any term of this Agreement, (ii) use of the Product in combination with other hardware, software or other systems that would have been avoided for such use or combitaniton, (iii) if the Product is used in combination with any non-Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination, (iv) if the product was modified by you or third party as well as (v) unauthorized use of Product.
To the maximum extent permitted by applicable law, you hereby release, and waive all claims against all named above as well as their employees and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Produts.
14. Choice of law and venue
This Agreement will be governed by and construed in accordance with the applicable laws of the Czech Republic. Exclusive venue for both parties shall be the registered office of MoroSystems.
15. Changes to this Agreement
We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to contact stated in your Order, posting on our web pages, blogs or social media, or in the Product itself). The change is effective since date we state in our statement, even If we modify the Agreement during your License Time. If you object to the updated Agreement, by email to firstname.lastname@example.org or any other written form, and we will not grant you any exception within 30 days, it is considered as Termination according to Section 8.