This End User License Agreement (“EULA” or “Agreement”) is a binding legal agreement between you, (“Licensee”) and Ixenit Ltd., 7. Záhony st., 1031 Budapest, Hungary (“Licensor”) concerning its Software (as defined below).
By installing, copying, downloading or otherwise using the Software, or by clicking a box indicating your acceptance, Licensee agrees to be bound by the terms of this Agreement. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind such entity to the Agreement and are agreeing to the Agreement for that entity.
IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN LICENSEE MUST NOT INSTALL, COPY, DOWNLOAD OR OTHERWISE USE THE SOFTWARE.
Scope of the Agreement
Types of Ixenit Products
This Agreement governs Ixenit’s commercially available software products including Cloud-based products (SaaS or Hosted Services) and Server (Perpetual License).
You will have to register for an Atlassian account in order to place orders or access or receive any Products. Any registration information that you provide to us or Atlassian must be accurate, current and complete. You must also update your information so that we 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.
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorised Users”) may access and use the Products. Authorised Users may be you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorised Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorised Users. You are responsible for compliance with this Agreement by all Authorised Users.
Software License Rights
Subject to the terms and conditions of this Agreement, Ixenit grants you a non-exclusive, non sub-licensable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, excluding Cloud Applications. The term of each Software license (“License Term”) will be specified in your order. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your order.
Access to Hosted Services
Subject to the terms and conditions of this Agreement, Ixenit may grant you a non-exclusive right to access to use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Ixenit offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.
Subscription Terms and Renewals
Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account at my.atlassian.com. If you cancel, your subscription will terminate at the end of 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 must ensure that all Authorised Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Atlassian of any unauthorised use of which you become aware.
Support and Maintenance
Ixenit will provide the support and maintenance services for the Products (“Support and Maintenance”) during the period for which you have paid the applicable fee. This Agreement applies to updates, supplements and app components.
The Licensee must pay all Fees by the due date and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this Agreement.
Term and Termination
Subject to the terms of this Agreement and unless terminated earlier in accordance with this Agreement, the term granted hereunder shall be set out in your License order. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term 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 notice to Ixenit, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorised Users) will no longer have any right to use or access any Products.
Disclaimer of Warranties
Except as expressly stated in the Agreement, Licensor and its third party suppliers provide the Software and any Maintenance AS IS AND WITH ALL FAULTS. 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.
Limitation of Liability
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.
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.
The limitations and exclusions in this Section apply to the maximum extent permitted by law.
Governing Law, venue and Exclusions
Governing Law and Venue
Any disputes or claims arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of the Agreement are governed by and construed in accordance with the laws of Ukraine.
Exception from Jurisdiction
Notwithstanding the foregoing, the parties reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction (e.g., local courts at the Licensee place of residence).
Exclusion of UN Convention
The United Nations Convention on Contracts for the Sale of Goods does not apply.
All notices to Licensor will be sent to:
Ixenit Ltd., 7. Záhony st., 1031 Budapest, Hungary, firstname.lastname@example.org
All notices to Licensee will be sent to the physical address or the email address provided by Licensee upon Purchase of the Software.
This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation)