End user license agreement (EULA)

0. Provider Specific Terms

The following Purde Software documents are incorporated into this Agreement as Provider-Specific Terms and prevail over this Standard Agreement to the extent of any conflict, in the order of precedence in 1.4:

• Support Policy and Service Level Agreement (SLA): Service level agreement

• Privacy Policy: Privacy policy

• Data Processing Addendum (DPA): Data Processing Agreement (DPA) (applies where Provider processes personal data on behalf of Customer)

• Acceptable Use Policy (AUP): [none yet] (if no AUP is published, the restrictions in 7.2 and 7.3 apply in any case)

• Subprocessor Register: [none yet]

Currency. Unless an Order specifies otherwise, all fees and liability caps are denominated in Euro (EUR).

Governing language. This Agreement is concluded in English. Translations are for convenience only; the English version prevails in case of conflict.

1. Using this Standard Agreement

1.1. Standard Agreement. This Bonterms Standard End User Agreement (Version 1.0) (“Standard Agreement”) sets forth the terms and conditions under which Purde Software (“Provider”) makes available Subscriptions to its Cloud Service or Provider Software (each, a “Product”) offered through a Listing on the Marketplace. Provider may (i) make additions to or modifications of this Standard Agreement (“Additional Terms”) or (ii) add Attachments by stating as such in its Listing. Any Additional Terms and any Attachments are collectively referred to as “Provider-Specific Terms.” Capitalized terms are defined in context or in Section 20 (Definitions).

1.2. Entering the Agreement. Customer and Provider agree to this Standard Agreement and any Provider-Specific Terms (collectively, the “Agreement”) upon Customer’s first entry into an Order (“Effective Date”).

1.3. Orders. As specified in the Marketplace, an Order may be between Customer and the Marketplace provider (or other reseller or agent of Provider) or directly with Provider. Each Order creates a separate Agreement between Provider and Customer but Orders do not become part of the Agreement.

1.4. Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) this Standard Agreement.

2. Products

2.1. Cloud Service. Subject to this Agreement, Customer may use the Cloud Service for its own business purposes in accordance with the Permitted Use.

2.2. Provider Software. Subject to this Agreement, Customer may install, copy, and use the Provider Software for its own business purposes in accordance with the Permitted Use.

2.3. Users. Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Product, and for their compliance with this Agreement.

3. Customer Data

3.1. Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the Cloud Service, Support, and Professional Services under this Agreement.

3.2. Security. Provider will implement and maintain appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data.

3.3. DPA. To the extent Provider processes personal data on behalf of Customer, the Data Processing Addendum (DPA) set out in the Provider-Specific Terms forms part of this Agreement and prevails over conflicting provisions of this Agreement with respect to such processing.

3.4. Usage Data. Provider may collect Usage Data and use it to operate, improve, and support the Product and for other lawful business purposes, provided that any external disclosure is (a) de-identified and (b) aggregated.

3.5. Subprocessors. Provider may engage subprocessors to perform parts of the Cloud Service. The current list is published in the Subprocessor Register set out in the Provider-Specific Terms. Provider will give Customer at least 30 days' advance notice of any new subprocessor; if Customer reasonably objects on protection-of-personal-data grounds, the parties will discuss in good faith.

4. Mutual Compliance with Laws

Each party will comply with all Laws applicable to its performance under this Agreement.

5. Support and SLA

5.1. Support. Provider will provide Support for the Product as described in the Support Policy and Service Level Agreement (SLA) set out in the Provider-Specific Terms, as updated from time to time.

5.2. SLA scope. The SLA covers reaction and solution times. Cloud Service availability depends on third-party platforms (Atlassian, AWS, Heroku) and is not separately committed unless stated in the SLA.

6. Warranties

6.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

6.2. Disclaimer. Except as required by applicable law, the Product is provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Provider does not warrant that the Product will be uninterrupted, error-free, or secure, or that stored data will be accurate or free from loss. Mandatory statutory warranties remain unaffected.

7. Usage Rules

7.1. Compliance. Customer will comply with the Acceptable Use Policy (AUP) set out in the Provider-Specific Terms, if any, and in any case with the restrictions set out in 7.2 and 7.3.

7.2. High-Risk Activities and Sensitive Data. Customer will not use the Product for High-Risk Activities or submit Sensitive Data to the Cloud Service.

7.3. Restrictions. Customer will not (a) sell, sublicense, distribute, or rent the Product, (b) reverse engineer, decompile, or attempt to access the source code, (c) modify or create derivative works of the Product, (d) conduct security tests without consent, (e) circumvent access restrictions, or (f) use the Product to develop competing products.

8. Third-Party Platforms

Customer’s use of Third-Party Platforms is governed by its agreement with the relevant provider.

9. Professional Services

Provider will perform Professional Services as described in a Statement of Work.

10. Fees

Fees and payment terms will be as set forth in the Order or Marketplace terms.

11. Suspension

Provider may suspend access to the Cloud Service in case of non-payment, breach of Section 7, or risk of material harm, with notice where practicable.

12. Term and Termination

12.1. Each Subscription Term will last for the period in the Order.

12.2. This Agreement continues until the end of all Subscription Terms, unless terminated earlier under this Section.

12.3. Either party may terminate for material breach not cured within 30 days, cessation of operations, or insolvency events.

12.4. Effect of termination. Upon termination or expiration: (a) Customer's right to access and use the Product ceases; (b) within thirty (30) days, each party will delete or return the other's Confidential Information in its possession or control, except for routine backup copies (which remain subject to confidentiality and are deleted on their normal cycle) and copies required by law; (c) Customer Data held by Provider in connection with the Cloud Service is deleted in accordance with the retention periods set out in the Privacy Policy. Provisions that by their nature should survive termination — including 13, 14, 15, 16 and 19 — survive.

13. Intellectual Property

13.1. Each party retains all rights in its respective intellectual property.

13.2. Feedback may be used without restriction.

14. Limitations of Liability

14.1. General Cap. Subject to 14.2, each party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees received by Provider for the affected Subscription — whether paid directly by Customer or routed via the Atlassian Marketplace or another reseller — in the twelve (12) months immediately preceding the first incident giving rise to liability. All caps in this Agreement are denominated in Euro (EUR).

14.2. No Exclusion or Limitation. Nothing in this Agreement excludes or limits either party’s liability:
(a) for intent (Vorsatz),
(b) for gross negligence (grobe Fahrlässigkeit),
(c) for injury to life, body, or health,
(d) for breach of essential contractual obligations (wesentliche Vertragspflichten), but only to the extent that typical, foreseeable damage is caused, or
(e) to the extent such exclusion or limitation is not permitted by applicable law.

14.3. Excluded Damages. Except for liability under Section 14.2, neither party will be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, savings, data, or goodwill, even if advised of their possibility in advance.

14.4. Nature of Claims. The limitations and exclusions in this Section apply regardless of the form of action and remain effective even if a limited remedy fails of its essential purpose.

15. Indemnification

15.1. Indemnification by Provider. Provider, at its own cost, will defend Customer against any third-party claim that the Product, when used as authorized in this Agreement, infringes a third party’s intellectual property rights, and will indemnify Customer against damages awarded or agreed in settlement.

15.2. Indemnification by Customer. Customer will defend Provider against any third-party claim arising from Customer’s breach of Section 7 and will indemnify Provider against damages awarded or agreed in settlement.

15.3. The indemnifying party’s obligations require prompt notice, exclusive control of the defense, and reasonable cooperation.

16. Confidentiality

Confidential Information must be kept secret and used only to perform this Agreement, with customary exclusions for public or independently developed information.

Confidentiality obligations survive for three (3) years after termination of this Agreement; obligations relating to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

17. Publicity

Neither party may publicly announce this Agreement without prior approval.

18. Trials and Betas

Trials and Betas are provided "as is" without warranties or indemnities. Subject to 14.2, which remains unaffected, Provider's aggregate liability arising from or related to any Trial or Beta is limited to one thousand Euro (EUR 1,000).

19. General Terms

19.1. Assignment. Either party may assign in connection with a merger or sale of substantially all assets with notice to the other party.

19.2. Governing Law and Courts. This Agreement is governed by the laws of Germany, excluding conflict-of-law rules. The courts of Munich, Germany, have exclusive jurisdiction.

19.3. Notices. Notices must be in writing and are effective upon delivery as specified in the Order or Listing.

19.4. Entire Agreement. This Agreement is the complete agreement between the parties.

19.5. Amendments. Amendments must be in writing and signed.

19.6. Waivers and Severability. Waivers must be in writing; invalid provisions will be limited to the minimum extent necessary.

19.7. Force Majeure. Neither party is liable for delays due to causes beyond its reasonable control.

19.8. Governing language. This Agreement is concluded in English. Translations into other languages are provided for convenience only; in case of any conflict between language versions, the English version prevails.

20. Definitions

All capitalized terms have the meanings given in the Bonterms Standard End User Agreement unless modified above.

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