EULA Issue Matrix Cloud

EULA Issue Matrix Cloud

End-user license agreement

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (“EULA”). YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.

This EULA is a binding legal agreement between Botron Software Solutions, Ltd., with its principle place of business at 1 Chemi Vrah blvd., fl. 7, Bulgaria. (hereinafter “Licensor”), a provider of downloadable and cloud-based applications under the Botron name through the Atlassian Marketplace or any other means that interoperate with applicable products manufactured by Atlassian Pty Ltd (“Atlassian”), and you (either an individual or a single legal entity you represent) whose details are provided to Licensor upon purchase (hereinafter “Licensee” or “you”) for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any “online” or electronic documentation.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your order, or by installing, copying, downloading or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not install, copy, download or otherwise use the Software. If you are agreeing to this EULA on behalf of a company or other organization, you represent that you have the authority to bind that company or organization to this EULA, and the terms Licensee, “you” and “your” refer to that company or organization. If you do not have that authority, you may not install, copy, download or otherwise use the Software.

This is a “Publisher EULA” as referred to in the Atlassian Marketplace Terms of Use, found at here.

1. Scope of the Agreement

  1. This EULA governs (a) Licensor’s commercially available downloadable software product entitled Issue Matrix, whether sold, or made available at no charge (“Software”), (b) Licensor’s Software provided in a hosted or cloud-based environment (“Hosted Services”), and (c) any support services provided by Licensor relating to the Software or Hosted Services. Software and Hosted Services, together with related Documentation, are referred to herein as “Products”.
  2. This EULA does not cover the sale or resale of Atlassian-manufactured software, Licensor’s other professional services relating to Atlassian-manufactured software, nor any physical hardware products provided by Licensor.

2. Account Registration

You may need to register on the Atlassian Marketplace at https://marketplace.atlassian.com in order to place orders or access or receive any Products. Any registration information that you provide must be accurate, current and complete. You must also update your information so that Licensor may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

3. Orders

Your order through the Atlassian Marketplace or with an authorized Reseller (“Order”) will specify your authorized scope of use for the Products, which may include: (a) the defined number of installations, the number of specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”), the number of authorized servers, the number of unique data set platforms, and/or other defined resource utilization limitations, (b) storage or capacity (for Hosted Services), (c) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (all of the above, as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support Services renewal, or purchases you make to increase or upgrade your Scope of Use. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product.

4. Grant of License

The Products are licensed, not sold, and no ownership right is conveyed to you, irrespective of the use of terms in this EULA such as “purchase” or “sale”.

  1. This EULA grants you the following rights:

Standard Use. For other than No-Charge Products, the Licensor grants you a perpetual (subject to termination for breach), worldwide, non-exclusive, non-transferable, non-sub licensable license to install and use the Software in object code only, limited to the Scope of Use as designated in your Order.

Hosted Services. The Licensor grants you a monthly (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sub licensable use of the Hosted Services, subject to automatic renewal for successive monthly terms unless either Licensor or you notifies the other of non-renewal or Licensor ceases to make a particular Hosted Service available. If you cancel, your subscription will terminate at the end of the then current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. You acknowledge that Hosted Services are on-line, subscription-based products, hosted by Licensor and/or Atlassian, and that Licensor and/or Atlassian may make changes to the Hosted Services from time to time.

No-Charge Products. The Licensor may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Products at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms specified by Licensor and is only permitted for the evaluation period designated by Licensor. After the evaluation period is expired you must abide by the Standard Use rights, or must remove and delete all copies of the Software in your possession. You may not use No-Charge Products for competitive analysis or similar purposes. Licensor may terminate your right to use No-Charge Products at any time and for any reason in its sole discretion, without liability to you. You understand that any pre-release and beta products (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. Licensor makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Licensor may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this paragraph. All information regarding the characteristics, features or performance of Beta Versions constitutes Licensor’s Confidential Information. To the maximum extent permitted by applicable law, Licensor disclaims all obligations or liabilities with respect to No-Charge Products, including any Support Services, warranty, and indemnity obligations.

  1. Your license rights under this EULA are non-exclusive, non-transferable and non-sublicensable. You may not sell, transfer or convey the Software to any third party without Licensor’s prior express written consent. Licensor reserves all rights not expressly granted to the Licensee in this EULA.
  2. Standard Use licensees are permitted to make one (1) copy of the Software for data protection, archiving and backup purposes only and for no other purpose.
  3. You may only install the Software and make the Software available for use on hardware systems owned, leased or controlled by you, or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this EULA.
  4. This EULA applies whether you purchase Products directly from Licensor, through the Atlassian Marketplace, through an authorized Reseller or otherwise. If you purchase through a Reseller, your license rights shall be as stated in the Order placed by Reseller for you, and the Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Licensor’s behalf, and Licensor is not bound by any obligations to you other than what is included in this EULA.

5. Third-Party Software

  1. You acknowledge the Products may contain software licensed by Licensor from third parties, including open source software, and embedded in the Products, and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of the third party software by you which is not in accordance with the use of the Products as permitted under the terms of this EULA. In such circumstances you must consult the relevant third party to acquire any necessary licenses and consents in relation to your use of the third party software.
  2. The Software uses, requires and depends on various third party APIs. Licensor disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove the API end points required for the Software to function properly. Licensor disclaims any liability for the consequence of such actions by such third parties.

6. Price and Payment

If you have not previously paid the license fee for the Product, then you must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in Licensor’s pricing terms as published on the Atlassian Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this EULA.

7. Support Services

  1. Licensor may provide you with online support services related to the Products (“Support Services”), in its discretion and for the sole purpose of addressing technical issues relating to the use of the Products. Support Services also include access to bug fixes, patches, modifications, or enhancements (together, “Releases”) to the Products that Licensor makes generally commercially available during the “Support Period.” When accepted by you, any such Releases will be considered part of the Products and subject to the terms of this EULA.
  2. The Initial Support Period for each Product is for twelve (12) months starting at the time each Product is purchased, and may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods commence upon the expiration of the prior Support Period regardless of when the Product is purchased.
  3. Use of Support Services, if any, is governed by Licensor’s policies and programs described in any user manual, in online documentation, and/or other Licensor-provided materials. Any supplemental software code provided to you as a part of Support Services will be considered part of the Products and subject to the terms of this EULA.
  4. All deliveries of Software will be electronic. For the avoidance of doubt, you are responsible for the installation of any Software.

8. Data Security & Privacy

The Parties acknowledge and agree that the European Data Protection Legislation, including the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) will apply to the processing of Licensee’s and Authorised Users’ Personal Data if such Personal Data is personal data pursuant to the legal definitions of the GDPR and relating to data subjects who are in the EU/EEA and the processing relates to the offering to them of User licenses or services in the EU/EEA or the monitoring of their behaviour in the EU/EEA as well as when the processing is carried out in the context of the activities of an establishment of Licensee in the territory of the EU/EEA.

By entering into this EULA, the Licensee (in its capacity of personal data controller) instructs Licensor (in its capacity of personal data processor) to process whenever necessary at the sole discretion of Licensor, Licensee’s Personal Data in order: (a) to identify the Licensee and its technical and billing contacts; (b) to provide the License and related technical support; (c) to notify the Licensee and its technical and billing contacts and/or Authorised Users for any changes on the scope of Licensor services, Software update, upgrade, amendment, new releases, development, as well as any good practices, business benefits and positive results, resulting from the use of Software; (d) to notify the Licensee and its technical and billing contacts for the expiration of the License and the necessity for its renewal so that the Licensee shall be able to use the License in the future; and (e) to provide other services or obligations as documented in this EULA, if any.

Licensor will process Personal data submitted, stored or sent by Licensee, its billing and technical contacts for the purposes of obtaining and using Commercial and/or Evaluation Licenses. Data may be data submitted, stored or sent by Licensee, its billing and technical contacts directly to POTRON or through the market places, used by Licensee to purchase the License. Personal data submitted, stored or sent by Licensee, its billing and technical contacts and Authorised Users may include the following categories of data: (a) Name – necessary for identification of the Licensee, its billing and technical contacts and providing them with the License and License technical support; (b) Email address – necessary for authenticating the Licensee, its billing and technical contacts before allowing access to the Software, as well as for communication, notifications, as described above, and providing technical support; (c) Country of origin – for providing License features and technical support, customised with the specifics and good practices of the Licensee country of origin; (d) Billing address and phone number – necessary for the facilitation of Fees payment. It is not Licensor’s obligation to monitor personal data, entered or uploaded by Licensee, its billing and technical contacts, to categorize or process it in any other way. It is the Licensee’s responsibility and the responsibility of the respective person, entering the data, to provide and guarantee that the processing personal data activities, performed by Licensee, its billing and technical contacts shall be compliant with the requirements of the European Data Protection Legislation.

Any further instructions of processing, given by the Licensee to Licensor that go beyond the instructions contained herein shall be considered within the subject matter of this EULA and Licensor acts of processing shall be considered lawful and compliant with the GDPR and other applicable legislation. It shall be the Licensee responsibility to guarantee the legality of any personal data processing of which the Licensee has given instructions to Licensor to perform.

Licensor will comply with the instructions described above (Licensee’s Instructions) (including with regard to data transfers) unless EU or EU State law requires other processing of Licensee Personal Data by Licensor, in which case Licensor will inform Licensee (unless that law prohibits Licensor from doing so on important grounds of public interest). Upon providing such notification, Licensor is not obliged to follow the Licensee’s instruction. For clarity, Licensor will not process Licensee Personal Data for Advertising purposes. Notifications from Licensor to the Licensee and its technical and billing contacts and/or Authorised Users for any changes on the scope of Licensor services, Software update, upgrade, amendment, new releases, development, as well as any good practices, business benefits and positive results, resulting from the use of Software, shall not be considered advertising, marketing or other activity, not included in the EULA. Such notifications shall be considered part of the services provided by Licensor to Licensee.

If at any time Licensee or another person, receiving notifications from Licensor, would like to unsubscribe from receiving future emails, he or she must follow the instructions on how to unsubscribe at the bottom of Licensor emails and the Licensor Privacy policy, published on its website.

Each Licensee, its billing and technical contacts provide personally the Personal data. In addition, Licensee authorises Licensor to extract and process personal data from the market places, used by Licensee to purchase the License

Licensee, its billing and technical contacts may enter third party personal data only with due authorization and GDPR complaint consent by such party. Licensee, its billing and technical contacts are responsible for entering somebody else’s personal data without acquiring their preliminary due authorization and GDPR complaint consent. Licensor does not control the content, entered by Licensee, its billing and technical contacts. Licensee is responsible that the processing activities relating to the personal data, as specified herein, are lawful, fair and transparent in relation to the data subjects concerned. In the event of a third-party claim or sanctions by a competent authority in respect of entering third party personal data in violation of GDPR by Licensee, its billing and technical contacts, Licensee shall compensate Licensor for all sustained damages, including any compensations, administrative penalties and sanctions, reasonable lawyer fees, expenses, etc., regardless of any limitations of liability, which may be stipulated elsewhere in this EULA.

Licensor will implement and maintain technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. The Technical and organizational include measures to help ensure ongoing confidentiality, integrity, availability and resilience of Licensor’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. Licensor may update or modify the Technical and organizational Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Software.

Licensor will take appropriate steps to ensure compliance with the Technical and organizational Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Licensee agrees that Licensee is solely responsible for its use of the License and the Software and the compliance of Licensee, its billing and technical contacts and Authorised Users’ activities with GDPR. Licensee is solely responsible for reviewing Licensor’s Technical and organisational measures and evaluating for itself whether the Technical and organizational measures and Licensor’s commitments under this EULA will meet Licensee’s needs, including with respect to any security obligations of Licensee under the European Data Protection Legislation, as applicable. Licensee acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Personal Data as well as the risks to individuals) the Technical and organizational implemented and maintained by Licensor as set out in this EULA provide a level of security appropriate to the risk in respect of the Personal Data.

With this EULA the Licensee agrees that Licensor may store all personal data for a period of five years after expiry of the License for the purposes of settling and finalizing all legal, financial and other issues and relations between the Parties. For accounting purposes some personal data may be stored for a period of ten years after expiry of the License.

The Licensee agrees that Licensor shall use contact information for sending notifications on Software update, upgrade, amendment, new releases, development, as well as any good practices, business benefits and positive results, resulting from the use of Software, etc., for a period of three months after the expiry of the License, unless the Licensee gives instructions or provides its consent for receiving such notifications otherwise.

Licensee agrees that Licensor may store and process Personal Data in the United States and any other country in which Licensor or any of its Subprocessors maintains facilities. Transferring Personal Data shall be considered as a contractual right of Licensor.

Licensee also generally authorizes the engagement of any other third parties as Subprocessors. When engaging any Subprocessor, Licensor will make its best efforts to ensure via a written contract or another suitable electronic form that: (i) the Subprocessor only accesses and uses Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with any Standard Contract Clauses entered into by Licensor; and (ii) if the GDPR applies to the processing of Personal Data, the data protection obligations set out in the GDPR, are imposed on the Subprocessor. Subprocessors remain fully liable for all obligations subcontracted to them and all acts and omissions of the Subprocessor.

9. Termination

You may terminate your license to the Products at any time by destroying all your copies of the Software or ceasing your access to the Hosted Services. Your license to the Products shall automatically terminate if you fail to comply with the terms of this EULA. Upon termination of your license, you are required to remove all Software from your computer systems and destroy any copies of the Software in your possession.

10. Copyright

  1. The Products and all copies thereof are protected by copyright and other intellectual property laws and treaties. Licensor or its relevant third parties own the title, copyright, and all other intellectual property rights in the Products and all subsequent copies of the Products.
  2. All title and copyrights in and to the Products (including but not limited to any images, icons, text files, pdfs or other static non-code assets contained within the Products), the accompanying printed materials, and any copies of the Products, are owned by Licensor or its suppliers. This EULA does not grant you any rights to use such content. If the Products contain documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Products.
  3. Other than as allowed by this EULA, you may not (i) reverse engineer, decompile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-Authorized Users with access to the Products in whole or part, (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) remove or obscure any proprietary notices on the Products or any permitted copies of the Products , or (vi) publicly disseminate information regarding the benchmarking performance of the Products.
  4. You may not copy or embed elements of the Source Code into other applications, or publish, transmit or communicate the Source Code to other parties other than yourself or the entity you represent.

11. Confidentiality.

You agree that all code, inventions, know-how, business, technical and financial information disclosed to you by Licensor constitute the confidential property of Licensor (“Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Products shall be deemed Confidential Information without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Confidential Information. Your nondisclosure obligation shall not apply to information that you can document: (i) was rightfully in your possession or known to you prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of your own; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you or your employees who had no access to such information. You may also disclose Confidential Information 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 Licensor). You acknowledge that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, Licensor shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Products.

12. License Certifications and Audits

At Licensor’s request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this EULA, including the Scope of Use. You agree to allow Licensor or its agent, to audit your use of the Products. Licensor will provide you with at least 30 days advance notice prior to the audit, and the audit will be conducted during normal business hours. Licensor will bear all its own out-of-pocket costs for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, Licensor may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Licensor at law or equity or under this EULA. To the extent necessary, Licensor may share audit results with certain of its third party licensors or assign the audit rights specified in this Section to such licensors.

13. Publicity Rights

The Licensee grants Licensor the right to include the Licensee’s name, company name, logo, and/or likeness that you provide during registration, and any review that Licensee may provide (in full or in part) to Licensor, within Product promotional material and on Licensor’s web site. Licensee can revoke this right at any time via email to sales@botronsoft.com, requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

14. Export Restrictions

You may not use or otherwise export or re-export any Product(s) except as authorized by United States law and the laws of the jurisdiction in which the Product(s) was obtained. In particular, but without limitation, the Product(s) may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product(s), you represent and warrant that you are not located in any such country or on any such list.

15. Disclaimer of Warranties

Save as provided in Sections 17 and 18 below, the Products are 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, merchantability, fitness for a particular purpose, or title. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. Licensor 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 Licensor. To the maximum extent permitted by law, Licensor does not make any representation, warranty or guarantee that: (a) the use of the Products will be secure, timely, uninterrupted or error-free; (b) the Products will operate in combination with any other hardware, software, system, or data; (c) the Products will meet your requirements or expectations; (d) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; (e) errors or defects will be corrected; or (f) the Products (or any server(s) that make a Hosted Service available) are free of viruses or other harmful components.

16. Return Policy

Licensor’s customary business practice is to allow customers to return Software within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Software. A return means that Licensor will disable the license key that allowed the Software to operate. Licensor will not accept returns after the 30-day return period. Returns are not available for Hosted Services.

17. Infringement; Indemnification

  1. If you purchase a Standard Use license, and if the Software becomes, or in the opinion of Licensor may become, the subject of a claim of infringement of any third party right, Licensor may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund any license fees paid by you for the current Support Period for that Software.
  2. Licensee will defend or settle, at Licensee’s expense, any action brought against Licensor based upon the claim that any modifications to the Software or combination of the Software with other, third-party, products infringes or violates any third party right, and only to the extent that such modification or combination contributes to such claim; provided, however, that: (i) Licensor shall notify Licensee promptly in writing of any such claim; (ii) Licensor shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Licensor shall provide Licensee with information and reasonable assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Licensor attributable to such claim.
  3. Licensee agrees to indemnify and hold Licensor, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Licensee’s use of the Software, or Licensee’s violation of the EULA or any rights of a third party.
  4. Licensor assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney’s fees for, any claim based upon any modifications to any of the Software not approved by Licensor or combination of any of the Software with products not approved by Licensor, and only to the extent that such modification or combination contributes to such claim.

18. Limitation of Liability

  1. Except for the indemnification obligations of Section 17 or breach of Sections 6 or 10, neither party will be liable to any person, with respect to any loss, damage, cost, expense or other claim, for any consequential (such as loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data), indirect, special, punitive or other damages in relation to the Products including, without limitation: (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in the Products); (b) any delay, interruption or other failure in the provision of a Product; or (c) any change in the form or content of a Product. All the foregoing limitations shall apply even if Licensor has been informed of the possibility of such damages.
  2. In no event will Licensor’s aggregate liability under any claims arising out of this EULA exceed the fees paid by you for the current Support Period, except where not permitted by applicable law, in which case Licensor’s liability shall be limited to the maximum extent allowed by such applicable law.
  3. Except for each party’s indemnification obligations or breach of Sections 6 or 10, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Section 15 are not allowed by applicable law, then the liability of Licensor, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of the license fees paid by you for the current Support Period for such defective Product.
  4. These limitations will apply to you even if the remedies fail of their essential purpose.

19. Dispute Resolution

The parties agree that this EULA will be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts in the United States. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the federal and state courts of Middlesex County, Massachusetts. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.

20. Severability

If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this EULA will remain in full force and effect.

21. No Waiver

No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.

22. Assignment

Licensee may assign this EULA to succeeding parties in the case of a merger, acquisition or change of control; provided, however, that in each case, (a) Licensor is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and (c) upon such assignment the assignee makes no further use of the Product(s) licensed under this EULA. Licensor may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this EULA.

23. U.S. Government Users

If you are a U.S. Government end user, Licensor is providing the Products to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by Licensor for the Products are the same as the rights Licensor customarily grant to others under this EULA.

24. Revisions to EULA

Licensor may update, modify or amend (together, “Revise”) this EULA from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, Licensor will use reasonable e􀃠orts to notify you by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, website, on the Atlassian Marketplace website (https://marketplace.atlassian.com) or within the Licensor’s then currently published product documentation wiki. If Licensor revises this EULA during your term of your license or subscription, the revised version will be effective upon your next renewal of a License Term, Support Services, Hosted Services or Subscription Term, as applicable. In this case, if you object to any revisions, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the revised EULA is required for you to continue using the No-Charge Products. You may be required to click through the updated EULA to show your acceptance. If you do not agree to the revised EULA after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the EULA in effect at the time of the Order. You may not revise this EULA without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion).

25. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein. This EULA may not be modified or amended by you without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion). In the event of a conflict between the terms of this EULA and the terms of any open source licenses applicable to the Software, for the specific terms in conflict the terms of the open source licenses shall control with regard to the Software, or part-thereof.

26. Contact Information

For communications concerning this EULA, please send an email to sales@botronsoft.com.

Last updated: 06/15/2020.