End User Licence Agreement
, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. Licensed software
Odd-e makes available software through Atlassian Pty Ltd.’s (“Atlassian”) online marketplace (the “Atlassian Marketplace”), which are add-ons and plugin features to Atlassian product Confluence.
Odd-e grants You a non-transferable, non-sub-licensable, non-exclusive, time-limited license (the “License”), revocable at Odd-e’s discretion, to use the Software in object code form only. The License only allows You to use the Software as received at the time of download and/or installment, for in the purchase order specified number of authorized users, in a single installation of Atlassian product Confluence. No other use of the Software is allowed without pre-approval by Odd-e in writing.
You shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Software or license key (if any); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); or (iii) rent, lease, or use the Software for timesharing or service bureau purposes, or otherwise use the Software for any commercial purpose. You shall maintain and not remove or obscure any proprietary notices on the Software, and shall reproduce such notices exactly on all permitted copies of the Software. Accordingly, You also solely liable to bear all costs connected therewith. You understand that Odd-e or its licensors may modify or discontinue offering the Software at any time. This Agreement does not give You any rights not expressly and unambiguously granted herein.
4. Intellectual Property Rights
As between the parties, Odd-e shall own all title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof. As a condition to Your use of the Software, You represent, warrant and covenant that You will not use the Software: (i) to infringe the intellectual property or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate, transfer or store information or materials in any form or format ("Content") that are harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or that otherwise violate any law or right of any third party; (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or violate the security of any computer network; or (v) to run Maillist, Listserv, “bots,” “robots,” any form of auto-responder, or "spam," or any processes that run or are activated while You are not logged in. You, not Odd-e, remain solely responsible for all Content that You upload, post, e-mail, transmit, or otherwise disseminate using, or in connection with, the Software. You acknowledge that all Content You access through use of the Software is accessed at Your own risk and You will be solely responsible for any damage or liability to any party resulting from such access.
This Agreement entitles You to email support, upgrades, patches, enhancements, and fixes (collectively, “Support”) for one (1) year following the commencement of a fully paid support term for this version of the Software (or the next version, at Odd-e’s sole discretion, during such one (1)- year support term), provided that You comply with all the terms and conditions of this Agreement. You shall be solely responsible for obtaining and maintaining any equipment and/or ancillary services needed to access, connect to, or otherwise use the Software, including, without limitation, modems, hardware, software and telephone services. You shall be solely responsible for ensuring that such equipment and/or ancillary services are compatible with the Software as well as keeping passwords and other log-in information secure from unauthorized users.
6. Warranty Disclaimer
Odd-e does not, whatsoever, warrant or support any third party Products and disclaims all liability for such products and/or services delivered in connection therewith. Odd-e provides the Software on an “as is” and “as available” basis. Accordingly, Odd-e makes no warranty of any kind, express, implied or statutory, and Odd-e expressly disclaims all warranties, including without limitation, any implied warranties of merchantability, functionality or fitness for a particular purpose. Odd-e 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 Odd-e’s licensors, suppliers, distributors, contractors and agents.
7. Limitation of liability
Odd-e shall under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise be liable to You or any other person or entity for direct, indirect or other damage of persons or property or loss which You or a third party may incur because of Odd-e, 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. Odd-e 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. Odd-e’s liability shall be limited in accordance with above, except in the case of gross negligence or intent. Odd-e’s 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 You to Odd-e.
You shall indemnify and hold harmless Odd-e 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) Your 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. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, Odd-e 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
If You use a trial version of the Software (the “Trial Software”), this section applies to You. You may only use the trial software for internal evaluation purposes. Your right to use the Trial Software is limited to thirty (30) days or such other trial period as is authorized by Odd-e. After the expiration of the trial period the Trial Software will seize to run and You thereafter not entitled to use the Software. During the trial period, Section 5 of this Agreement does not apply and Your license pursuant to Section 2 is modified by this Section 9. You, and/or any other person or entity, that use the Trial Software shall, in accordance with section 7 above, not have any right to compensation for damage of any kind whatsoever, as You have not paid any license fees to Odd-e.
This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time. Your rights under this Agreement will terminate automatically and irrevocably without notice from Odd-e if You fail to comply with any term(s) of this Agreement, including any attempt to transfer a copy of the Software or Software license key (if any) to another party except as provided in this Agreement. Upon termination for any reason, the Agreement granted hereunder shall terminate and You shall immediately discontinue all use of the Software and destroy and remove from all computers, hard drives, networks and other storage media all copies of the Software, but the terms of this Agreement will otherwise remain in effect.
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. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Odd-e in any respect whatsoever. Odd-e’s 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. Odd-e reserves the right to amend, add or remove functions in the Software or to amend this Agreement. Odd-e shall, at its sole discretion, be entitled to assign this Agreement or any rights hereunder without giving prior notice thereof. You grant Odd-e the right to include Your name, trademark, logo or similar identifying material (“Your Marks”) in a listing of customers on Odd-e's website and/or promotional material in relation to the Software. You may request that we stop doing so by submitting an email to firstname.lastname@example.org
at any time. Please note that it may take us up to 30 days to process your request.
12. Governing law and disputes
This Agreement shall be applied, governed by and construed in accordance with Singapore law, without regard to or application of choice of law rules or principles. Any dispute arising out of, or in connection with, this Agreement shall be exclusively resolved before the courts of Singapore.