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Last updated 20192023-0601-2627

This EULA is a binding legal agreement between Purde Software (hereinafter “Licensor”), a provider of downloadable and cloud-based applications through the Atlassian Marketplace or any other means that inter-operate with applicable products manufactured by Atlassian Pty Ltd (“Atlassian”), and you (either an individual or a single legal entity you represent) whose details are provided to Licensor upon purchase (hereinafter “Licensee” or “you”) for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any “online” or electronic documentation.

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This is a “Publisher EULA” as referred to in the Atlassian Marketplace Terms of Use, found at https://www.atlassian.com/licensing/marketplace/termsofuse.

1. Scope of the Agreement

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You may need to register on the Atlassian Marketplace at https://marketplace.atlassian.com 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 authorized Reseller (“Order”) will specify your authorized 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 (“Authorized Users”), the number of authorized servers, the number of unique data set platforms, and/or other defined resource utilization 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”.

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e )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.

6. Evaluation License

Products may be provided for free evaluation period for you to assess its features and performance. Evaluation license is granted for evaluation purposes only, and for a limited period of time.

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 Atlassian handles evaluations and sets out evaluation terms and conditions and its extension (if applicable).

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.

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You agree that all code, inventions, know-how, business, technical and financial information disclosed to you by Licensor constitute the confidential property of Licensor (“Licensor Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Products shall be deemed Licensor Confidential Information without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Licensor Confidential Information. Your nondisclosure obligation shall not apply to information that you can document: (i) was rightfully in your possession or known to you prior to receipt of the Licensor Confidential Information; (ii) is or has become public knowledge through no fault of your own; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you or your employees who had no access to such information. You may also disclose Licensor Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to Licensor). You acknowledges that disclosure of Licensor Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, Licensor shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Products.

Licensor agrees to keep Licensee’s confidential information (Licensee Confidential Information) secret, whether such information is known to be or should be known to be confidential. Licensee Confidential Information shall only be used for the purpose for which it has been provided under this Agreement and may only be disclosed if a legal obligation mandates such disclosure.

11. Disclaimer of Warranties

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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 by the License infringes or violates any third party right, and only to the extent that such modification or combination is not permitted by the Lincensor and 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.

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14. Limitation of Liability

a) Except for the indemnification obligations of Section 13, neither Neither party will be liable to any person, with respect to any loss, damage, cost, expense or other claim, for any consequential (such as loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data), indirect, special, punitive or other damages in relation to the Products including, without limitation: (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in the Products); (b) any delay, interruption or other failure in the provision of a Product; or (c) any change in the form or content of a Product. All the foregoing limitations shall apply even if Licensor has been informed of the possibility of such damages.

b) In no event will Licensor’s either party’s aggregate liability under any claims arising out of this EULA exceed the fees paid by you for the current Support Period, except where not permitted by applicable law, in which case Licensor’s the party’s liability shall be limited to the maximum extent allowed by such applicable law.

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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, posting on our blog, on the Atlassian Marketplace website (https://marketplace.atlassian.com) or within the Licensor’s then currently published product documentation wiki. 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. You may be required to click through the updated EULA to show your acceptance. If you do not agree to the revised EULA after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the EULA in effect at the time of the Order. You may not revise this EULA without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion).

20. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein. This EULA may not be modified or amended by you without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion).

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