End-User License Agreement
1. LICENSED SOFTWARE AND THIRD PARTY PRODUCTS
1.1. Supercharged, as the business entity of sole trader Igor Andriushchenko (Reg no. 19890610) makes available software through Atlassian Pty Ltd.’s ("Atlassian") online marketplace (the "Atlassian Marketplace"), which are add-ons to Atlassian product Jira Cloud. 1.2. The definition of "Software" in this Agreement is defined only as software made by Supercharged 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, Supercharged is not responsible for any Third Party Products. 1.4. Supercharged 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"). Supercharged 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 Supercharged takes responsibility for such Third Party Material.
2.1. Supercharged grants the End User a non-transferable, non-sub-licensable, non-exclusive, time-limited license (the "License"), revocable at Supercharged’s discretion, to use the Software integrated into Atlassian product. 2.2. The License only allows the End User to use the Software as received at the time of installment, in a single instance of Atlassian product Jira Cloud. No other use of the Software is allowed without pre-approval by Supercharged in writing. 2.3. Supercharged 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. Supercharged may, at its sole discretion and from time to time, also make generally available updates and/or enhancements of the Software. In relation to Software installed on Jira Cloud instances of the End User, the End User’s approval is required before Supercharged can gain access to data related to the Software operations. Provided that Supercharged has used the End User’s data and account as directed or enabled by the End User, Supercharged is not liable for any damage or inconvenience which the End User or any third party may suffer. 2.4. The License is subject to the Supercharged’s full compliance with all the terms and conditions of this Agreement.
3. END USER’S USE OF THE SOFTWARE AND RESTRICTIONS
4.1. Supercharged will provide online technical support to the End User, via the service desk request form and portal available in Product page within Atlassian Marketplace. 4.2. Supercharged Service Level Agreement (the "SLA") includes further details what is, and what is not, included in Supercharged online technical support. The SLA can be found at Supercharged Scrum Maister website under https://scrummaister.com/support 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 Supercharged 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 Supercharged or under license to Supercharged. 5.2. The said intellectual property in the Software is licensed on a non-exclusive basis and not assigned by Supercharged 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, Supercharged 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 Supercharged 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 defense of the Claim and all negotiations for its settlement. 5.4 If the use of the Software become, or in the opinion of Supercharged may become subject of a claim of infringement of any third party’s intellectual property, Supercharged 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 license fee related to the Software paid by the End User.
6. WARRANTY DISCLAIMER
6.1. Supercharged 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. Supercharged 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, Supercharged makes no warranty of any kind, express, implied or statutory, and Supercharged expressly disclaims all warranties, including without limitation, any implied warranties of merchantability, functionality or fitness for a particular purpose. 6.3. Supercharged 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 Supercharged licensors, suppliers, distributors, contractors and agents.
7. LIMITATION OF LIABILITY
7.1. Supercharged 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 Supercharged, 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. Supercharged 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. Supercharged liability shall be limited in accordance with above, except in the case of gross negligence or intent. Supercharged 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 Supercharged.
8.1. The End User hereby indemnifies and hold harmless Supercharged 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, Supercharged 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 Supercharged. 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 Supercharged, 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 Supercharged.
10. BETA VERSIONS OF THE SOFTWARE
10.1. Supercharged may offer the End User to 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 Supercharged and therefore cannot be considered complete or equal to the Software. 10.2. Supercharged 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. Supercharged strongly recommend against, and the End User may not, use the Beta Software in production or any similar situation. Any Beta Software released by Supercharged 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 Supercharged 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 Supercharged. 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, Supercharged shall have a right to terminate the Agreement with immediate effect and demand compensation from the End User for all damage incurred by Supercharged in connection with the End User’s breach of contract. 11.3. Supercharged 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.
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 Supercharged in any respect whatsoever. 12.3. Supercharged 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. Supercharged reserves the right to amend, add or remove functions in the Software or to amend this Agreement. 12.5. Supercharged 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 Supercharged the right to include the End User’s name, trademark, logo or similar identifying material in a listing of customers on Supercharged website and/or promotional material in relation to the Software. You may request that we remove the mention from our website by submitting an email to email@example.com 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 beewn received by the End User unless the End User can prove otherwise. 12.8. Notices from the End User to Supercharged shall be sent by e-mail to the following e-mail address; firstname.lastname@example.org. Notices to Supercharged shall be deemed to have been received by Supercharged when Supercharged 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 Stockholm(Sw. Stockholms tingsrätt).