IMPORTANT — PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY.
The present EULA is entered into by and between the licensee (“You”) and the licensor namely QOTILABS S.A.S. (“Qotilabs”). Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.
The term “You” means an individual or a legal entity (through a duly authorized representative) installing or using Qotilabs’ computer software (including its associated media, printed materials, any “online” or electronic documentation, hereinafter referred to as the “Software”) on her/his/its own behalf.
BY INSTALLING OR USING ANY PART OF THE SOFTWARE, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EULA. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, YOU WILL NOT HAVE ANY RIGHT TO USE THE SOFTWARE. THE ACCEPTANCE BY QOTILABS IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS EULA.
1. Grant of Software License
The Software is protected by copyright laws and international copyright treaties, as well as by other intellectual property laws and treaties. The Software is licensed, not sold. All rights not expressly granted herein are reserved by Qotilabs.
You may subscribe to a free trial Software license (Server license or Data Center license) under which Qotilabs grants You a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Software, in object code form only, for a certain limited period of time (“Trial Period”). After the Trial Period has expired, the Software will automatically cease running on your computer and in order to use the Software again, you shall subscribe to a standard Software license (“Standard Software license”).
Indeed, You may subscribe to a Standard Software license (Server license or Data Center license) under which Qotilabs grants You a worldwide, non-transferable, non-sublicensable, non-exclusive license to use the Software, in object code form only.
The Standard Software license’s duration shall be: (a) perpetual for Server licenses, or (b) for the applicable subscription period for Data Center licenses.
A Software license allows You to download, install, use and operate the Software on only one (1) production instance of the applicable Atlassian Host Product, for the authorized number of users and server nodes.
You may not sell, transfer or convey the Software to any third party without Qotilabs’ prior express written consent.
2. Software Licensing Fees
All Software licensing fees, if any, shall be paid by you by their due date as agreed upon, on the date of Software license subscription, between You and Qotilabs. Failure to pay any such fees by their due date shall result in the immediate termination of the present EULA.
3. Software Support, Maintenance and Update Services
Qotilabs may provide you with online support/maintenance/update services related to the Software (“Maintenance Service”), in its sole discretion and for the purposes of (a) addressing technical issues relating to the use of the Software, and/or (b) improving the Software. You are eligible for the Maintenance Service during the following time period(s) (“Maintenance Service Period(s)”):
- in the case of Server licenses (a) for the initial Maintenance Service Period of twelve (12) months starting on the date of Standard Software license subscription; and if you choose to renew the Maintenance Service at the then-current rate (b) for the subsequent renewal Maintenance Service Periods. Subsequent renewal Maintenance Service Periods shall commence upon the date of expiration of the previous Maintenance Service Period regardless of when You renewed the Maintenance Service;
- In the case of Data Center licenses, during your subscription period.
Qotilabs may, from time to time, during the Maintenance Service Period, replace, modify, upgrade or improve the Software (including by fixing Software bugs and/or by adding new features to the Software). Qotilabs, in its sole discretion and as part of the provision of its Maintenance Service, may release such new versions of the Software. You may use only the versions of the Software that are released before the end of your Maintenance Service Period.
Your use of the Maintenance Service, if any, is governed by Qotilabs’ policies and programs as described in any Qotilabs’ user manual, online documentation, and/or other materials provided by Qotilabs.
Any supplemental Software code provided to you as a part of the Maintenance Service will be considered part of the Software and subject to the terms and conditions of this EULA.
With respect to technical information You provide to Qotilabs as part of Qotilabs’ support services, Qotilabs may use such information for its business purposes, including for Software support and development. Qotilabs will not utilize such technical information in a form that personally identifies You except to the extent necessary to provide you with support services.
4. Application of the EULA to All Software Modifications and/or Updates
Any Software modification/upgrade/update, as made available by Qotilabs, will be automatically considered an integral part of the Software and therefore will be subject to the terms and conditions of this EULA.
You may terminate this EULA at any time by destroying all of your copies of the Software.
This EULA will terminate automatically if you fail to comply with the terms and conditions of this EULA.
Upon termination of this EULA, you are required to remove the Software from all computers, hard drives, networks and other storage media all copies of the Software and destroy any copies of the Software in your possession.
6. Intellectual Property Rights in the Software
Qotilabs (or its suppliers/licensors, if any) shall own all title, ownership rights, and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials and any copies of the Software.
Unless otherwise provided under this EULA, You may not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from the Software, distribute to or provide any third party with the Software in whole or part. You may not copy or embed elements of the Software into other applications, or publish, transmit or communicate the Software to any third party.
You may not modify or distribute to any third party the Software license key (if any).
You shall not permit anyone to, directly or indirectly: (i) copy, modify, or distribute to any third party the Software or the Software 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.
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.
7. Third Party Software
You acknowledge that the Software may contain, include or embed software licensed by third parties to Qotilabs, including open source software, and that in addition to the obligations of this EULA, You may be subject to additional third party software licensing legal provisions when using the Software.
The Software uses, requires and depends on various third party APIs. Qotilabs 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. Qotilabs disclaims any liability for the consequence of such actions by such third parties.
8. Publicity Rights
You grant Qotilabs the right to include You (this includes your name, your organization’s name as well your logo associated with your name and/or organization’s name) as a customer in its Software promotional materials. You may deny Qotilabs this right at any time by submitting a written request via email to firstname.lastname@example.org, requesting to be excluded from Qotilabs’ Software promotional materials. Requests made after Software license subscription may take thirty (30) calendar days to process.
9. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS”. QOTILABS MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND QOTILABS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, QOTILABS 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 EULA. ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO QOTILABS’ LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE WARRANTY DISCLAIMER MAY NOT APPLY TO YOU.
10. Limitations of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL QOTILABS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. QOTILABS’ LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO QOTILABS, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE QOTILABS’ LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW.
YOU AGREE THAT QOTILABS AND ITS LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY USE YOU MAKE OF THE SOFTWARE.
ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF QOTILABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO QOTILABS’ SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OF LIABILITY AND EXCLUSION MAY NOT APPLY TO YOU.
11. Infringement & Indemnification
If the Software becomes, or in the opinion of Qotilabs may become, the subject of a claim of infringement of any third party’s intellectual property rights, Qotilabs may, at its option and in its sole discretion: (a) procure for You the right to use the Software free of any liability; (b) replace or modify the Software to make it non-infringing; or (c) refund any Software licensing fees paid by You to Qotilabs. These above-listed three alternative options (a, b and c) shall constitute your exclusive remedy for any infringement of third party’s intellectual property rights by the Software or any other items provided by Qotilabs under this EULA.
You will indemnify and hold harmless Qotilabs against all costs, expenses, losses and claims made against Qotilabs as a result of any infringement of a third party’s intellectual property rights arising from your unauthorized use, your users’ unauthorized use or any other unauthorized use of the Software under this EULA.
You shall indemnify and hold harmless Qotilabs and its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Your (a) failure to comply with any term or condition of this EULA; or (b) 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, Qotilabs and its licensors, suppliers, employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with your or your users’ use of the Software.
12. Governing Law & Jurisdiction
This EULA shall be governed by the laws of France.
You and Qotilabs agree to submit any dispute arising out of this EULA to the exclusive jurisdiction of the Courts located in Paris (France).
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.
14. No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in a written instrument signed by the party (or a duly authorized representative of such party as the case may be) 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 any obligation under this EULA will be deemed to be a waiver of any future rights arising out of this EULA.
15. No Agency
No agency, partnership, joint venture, or employment is created as a result of this EULA and You do not have any authority of any kind to bind Qotilabs in any respect whatsoever.
This EULA is not assignable, transferable or sublicensable by You except with Qotilabs’ prior written consent. Qotilabs may transfer, assign or delegate this EULA and its rights and obligations hereunder without your consent.
This EULA may not be modified or amended by You without Qotilabs’ written agreement (which may be withheld in Qotilabs’ complete discretion). Qotilabs may from time to time update, modify, revise or amend this EULA. If such a revision or modification meaningfully reduces your rights, Qotilabs will use reasonable efforts to notify you, for instance but without limitation, by: sending You an email at the email address You provided to Qotilabs when subscribing for Your Software license or Maintenance Service; posting a notice on Qotilabs’ blog or website; or providing notice of such revision in any Qotilabs’ product documentation.
If Qotilabs revises this EULA during the term of your Software license, the revised version of the EULA shall come into effect:
- in the case of any for-a-fee Software (licensed to you for a licensing fee hereunder), upon the starting date of your next (a) Server license’s renewal Maintenance Service Period, or (b) Data Center license’s renewal subscription period. If you object to any amendments or revisions of this EULA, as your exclusive remedy, you may choose not to renew;
- in the case of any no-charge Software (licensed to you hereunder at no charge), immediately. You shall indeed immediately accept the modifications/revisions of this EULA to continue using the no-charge Software. If you object to the modifications, your exclusive remedy is to cease using the no-charge Software.
18. Entire Agreement
This EULA constitutes the entire agreement between You and Qotilabs with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the EULA’s subject matter.