Last updated: March 24, 2019
This End-User License Agreement (EULA) is a binding legal agreement between Stellarity Software (145 Borshchahivska St, Apt. 18, Kyiv 03056, Ukraine, Tax ID 3028603478) (the "Licensor"), a provider of cloud-based and downloadable applications including related documentation and services (the "Software") through the Atlassian Marketplace or any other means that interoperate with applicable products and services by Atlassian Pty Ltd ("Atlassian"), and you (either an individual or a single legal entity, the "Licensee") whose details are provided to the Licensor when you order or receive the Software from the Licensor or a Reseller (the "Purchase").
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 and the entity or company that you represent (the "End User") agree to be bound by this EULA and Privacy Policy available at www.stellaritysoftware.com. The EULA and the Privacy Policy are collectively referred to as the "Agreement". 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.
1. Scope of the Agreement
This EULA governs (a) Licensor’s commercially available downloadable software products 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. Account Registration
You may need to register on the Atlassian Marketplace 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 authorised Reseller ("Order") will specify your authorised 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 ("Authorised Users"), the number of authorised servers, the number of unique data set platforms, and/or other defined resource utilisation 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".
A. 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.
B. 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.
C. 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.
D. 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
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.
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
A. 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.
B. 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.
C. 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.
D. All deliveries of Software will be electronic. For the avoidance of doubt, you are responsible for the installation of any Software.
8. 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.
9. Copyright
A. 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.
B. 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.
C. Other than as allowed by this EULA, you may not (i) reverse engineer, de-compile, 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.
D. 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.
10. Publicity Rights
The Licensee grants Licensor the right to include the Licensee’s name and logo as a customer in Product promotional material and on Licensor’s web site. Licensee can deny Licensor this right at any time by contacting us in any convenient way and requesting to be excluded from Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.
11. Disclaimer of Warranties
Except as expressly stated in the Agreement, Licensor and its third party suppliers provide the Software and any Maintenance on an "as is" and "as available". To the maximum extent permitted by applicable law, Licensor hereby disclaims all other warranties or remedies, whether express, implied or statutory, including but not limited to the performance, condition, merchantability, fitness for a particular purpose, data accuracy, availability, quality, reliability, or that errors and defects will be corrected. Additionally, Licensee acknowledges that Licensor’s Cloud Products are hosted by third-parties, and that the availability of those Cloud Products is subject to a third party’s Service Level Agreement.
12. Infringement Indemnification
A. 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.
B. 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.
C. 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.
13. Limitation of Liability
A. Licensor is not liable to for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; (b) the cost of procurement of substitute goods, technology or services; or (c) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if Licensor has been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Software.
B. The maximum liability of Licensor under this Agreement shall not exceed three times the Fees actually paid by the Licensee for the Software during the past twelve months.
C. The limitations and exclusions in this Section apply to the maximum extent permitted by law.
14. Export Restrictions
The export of the Software from the country of original Purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorisation. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
15. 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 efforts to notify you by, for example, sending an email to the billing or technical contact you designate in the applicable Order. 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.
16. Contact
Please contact us in any convenient way if you have any questions or concerns about this EULA.