End-User License Agreement
This End User License Agreement (the "EULA"), along with any Order, Addon Solutions policies, Product-Specific Terms, and other referenced documents, constitutes a binding agreement between the Addon Solutions entity listed below ("Addon Solutions," "Licensor," "we," "us") and the person or entity named on the Order ("Licensee," "you," "your," "Customer"). This EULA governs your acquisition and use of the Products.
The Licence Agreement is effective as of the date the Licensee first click “I agree” (or similar button) or use or access the Software (hereafter referred to as the “Effective Date”). The Licence Agreement does not have to be signed in order to be binding. By clicking “I agree” (or similar button) at the time (a) the Licensee first access to or use of the Software, or (b) the Licensee places an order of the Software on the Atlassian Marketplace, the Licensee accepts to be bound by this Licence Agreement.
This Agreement also applies to any versions, updates, supplements, internet-based services, or support services for the Products, unless otherwise specified by separate terms.
1. Definitions
Certain capitalized terms are defined in this Section 1, and others are defined contextually in this EULA:
“Software” means the commercially available Software made available for download or access, whether licensed for a fee or made available at no charge as specified in an Order, including Accessible Code, Media, printed materials, printed, online or electronic documentation, and Third-Party Software.
“Order” means an order by Customer for a Subscription that is entered into through the Marketplace or the invoice or other ordering document provided by Addon Solutions, an Authorized Reseller, or Partner Marketplace. Each Order creates a separate Agreement between Provider and Customer but Orders do not become part of the Agreement.
"Cloud Products" means Addon Solutions products and services that are cloud-based and integrated with Atlassian Cloud.
"Cloud Service(s)" means any software functionality made available by Addon Solutions in a hosted or cloud-based environment as specified in an Order.
"Software" and "Cloud Products" means collectively "Products," as outlined in your online order at Atlassian Marketplace ("Order").
“Fees” mean all Fees and/or payments stated in an Order applicable to the Products, including Maintenance. Fees also include any applicable additional fees if the Customer exceeds the allotted capacity or other applicable limits specified in the Order or Documentation.
2. Grant of License
(a) Subject to the terms and conditions of this EULA, the applicable Order and the Documentation, Addon Solutions grants you the following rights with respect to the Products.
Cloud Services. For the Cloud Services specified in the relevant Order, Addon Solutions grants you a worldwide, non-exclusive, non-transferable (except as provided in Section 15), and non-sublicensable license to access and use the Cloud Service during the Subscription Term, as limited by the Scope of Use. The Subscription Term will be outlined in the Order. If you cancel your subscription, your license to the Cloud Service will terminate at the end of the Term, and no credits or refunds will be issued for any amounts accrued or paid before the termination date.
No-Charge Products. You may access No-Charge Products during the Subscription Term, or for thirty (30) days if no term is specified. Your use of No-Charge Products is subject to any additional terms we provide. Except as outlined in this Section 2, all obligations under this EULA, including Section 5 (Restrictions), fully apply to No-Charge Products. Once the Subscription Term expires, you must either (i) purchase and comply with the applicable license for the generally available Product, or (ii) remove, delete, and cease access to any No-Charge Products. We reserve the right to terminate your access to No-Charge Products at any time, for any reason, at our sole discretion, without notice and without liability. You acknowledge that any pre-release or beta versions of our Products ("Beta Versions") are still in development, may be incomplete or inoperable, and likely contain more bugs or errors than fully released Products. We do not guarantee that any Beta Version will become generally available. In some cases, we may charge a fee for access to Beta Versions, but they will still be subject to this section.
Evaluation of Products. You may use (i) the Software and (ii) the Cloud Products for a 30-day period ("Evaluation Period") after installation, free of charge, for evaluation purposes only. During the Evaluation Period, Addon Solutions grants a non-exclusive, non-transferable, and non-renewable right to use the Products, strictly for evaluation and not for commercial purposes. Upon expiration of the Evaluation Period, the Products will be automatically disabled, and Addon Solutions will not be liable for any damages resulting from this disabling.
During the License Term, the Customer may install and use any available versions of the Software without paying additional fees, subject to the conditions of this Agreement. After the License Term expires, Customer agree and acknowledge that (ii) access to Cloud Products will be automatically disabled.
To the fullest extent permitted by applicable law, we disclaim all obligations and liabilities related to No-Charge Products and Evaluation Licenses, including any responsibilities for maintenance, warranties, or indemnities.
(b) Product Updates. While Addon Solutions is not obligated to provide Product Updates, it may do so from time to time. Addon Solutions also reserves the right to change, modify, or discontinue any features, functions, or the Products themselves, either temporarily or permanently. If Addon Solutions plans to discontinue a Product, it will make commercially reasonable efforts to provide at least ninety (90) days' notice through the Addon Solutions website or relevant customer portal or by sending an email. All Product Updates will be subject to this EULA unless otherwise specified in the Product-Specific Terms. You agree to promptly install any Product Updates made available.
(c) This EULA applies regardless of whether you purchase a license to the Products directly from us, through a Partner Marketplace, an Authorized Reseller, or any other method. If you acquire a license through an Authorized Reseller, the Scope of Use will be as specified in the Order Form provided by the Authorized Reseller, who is responsible for the accuracy of that Order Form. Authorized Resellers are not authorized to make any promises or commitments on our behalf, and we are only bound by the terms and obligations outlined in this EULA.
3. Confidential Information
Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
Permitted Disclosures.
Personnel. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 3 and they are bound to confidentiality obligations no less protective than this Section 3.
Required by Law. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Law. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.
Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
4. Intellectual Property Rights
Addon Solutions and/or its licensors retain full ownership, as well as all intellectual and industrial property rights, to the Products. This Agreement is not a sales contract and does not transfer any ownership, title, or intellectual or industrial property rights of the Products to Customer.
Addon Solutions and/or its licensors exclusively own and reserve all rights, title, and interest in the Products, including any related intellectual or industrial property rights, and any derivative works or modifications. Customer are granted no rights, title, or interest in the Products, except for the limited usage rights (license) provided under this Agreement. Customer agree not to engage in any actions that would conflict with Addon Solutions' intellectual or industrial property rights, both during and after the License Term.
5. Restrictions
You agree that, except as expressly allowed by the Product Documentation, neither you nor any third party will: (i) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or attempt to derive any part or whole of the Products, except as permitted by law (and then only with prior written notice to Addon Solutions); (ii) access or use any Third-Party Software independently of the Product, unless explicitly allowed by a separate license for such Third-Party Software; (iii) sell, sublicense, redistribute, reproduce, transmit, or translate the Products, or convert them to or from any electronic or machine-readable form; (iv) share any data or information not owned by you, obtained through the Products, with anyone who is not an Authorized User; (v) modify or create derivative works of the Products; (vi) publicly reference or use Addon Solutions name, trade name, trademarks, service marks, or logos without permission; (vii) engage in any conduct that could damage the reputation of Addon Solutions or its third-party suppliers or have a materially adverse effect on our interests; (viii) offer the Products on a rental, timesharing, subscription, hosting, or outsourcing basis, or distribute them without a distribution agreement; (ix) use the Products for competitive analysis or similar purposes; or (x) copy or embed elements of the Accessible Code from the Software into other software. The Software may contain license protection mechanisms designed to safeguard our and our third-party suppliers’ intellectual property rights, and you must not attempt to alter or bypass these mechanisms. Any violation of this Section by you, your employees, contractors, or agents will result in the immediate termination of this EULA for all Products, without prior notice from us.
6. Data Protection and Privacy
By clicking the "Buy" or similar button to accept this Agreement, or by ordering, downloading, installing, copying, accessing, or using the Products and/or associated maintenance and support services, You agree to the Privacy Policy available on the Addon Solutions Atlassian Marketplace page (“Privacy Policy”). You also consent to Addon Solutions and its service providers collecting, processing, copying, backing up, storing, transferring, and using your personal data for the purposes outlined in the Privacy Policy.
You are responsible for obtaining any necessary privacy-related rights and permissions from third parties, including individuals, simple partnerships, or sole proprietorships, as required by applicable laws or regulations, to collect, process, or transfer personal data. This is essential for using the Products and/or in relation to Addon Solutions obligations under this Agreement.
7. Warranties
Mutual Warranties. Each party represents and warrants that:
it has the legal power and authority to enter into this Agreement, and
it will use industry-standard measures to avoid introducing Viruses into the Cloud Service.
Performance Warranty.
Scope. Provider warrants that the Product will perform materially as described in the Documentation and that Provider will not materially decrease the overall functionality of the Cloud Service during the Subscription Term (the “Performance Warranty”).
Claim Report. Customer must report a breach of warranty in reasonable detail (“Claim”) within 30 days after discovering the issue in the Product (“Claim Period”).
Remedy. Within 30 days of receiving a verified Claim during the Claim Period (“Fix Period”), Provider will use reasonable efforts to correct or provide a reasonable workaround (“Fix”) for the Claim. If Provider fails to provide a Fix during the Fix Period, either party may on notice to the other terminate the Subscription as it relates to the nonconforming Product and Provider will refund to Customer any prepaid, unused fees for the terminated portion of the Subscription Term.
Exclusive Remedy. The procedures set forth in this Section 7.2 are Customer’s exclusive remedies and Provider’s sole liability for breach of the Performance Warranty.
Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Provider’s warranties in this Section 7 do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modifications of the Product. These disclaimers apply to the full extent permitted by Law.
8. Limitation of Liability
Under no circumstances shall Addon Solutions be liable to Customer or any third party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost work, profits, goodwill, business opportunities, revenue, data, or data usage, whether arising from contract, tort, or any other legal theory, in connection with the use or disabling of the products or any data derived from them, even if Addon Solutions had been advised of the possibility of such damages.
Addon Solutions liability for any direct damages arising out of this agreement shall be limited to an amount equal to the total sum of payments made and accrued but unpaid under this eula in the 12 months immediately prior to the event giving rise to the claim.
9. Maintenance and Technical Support
Addon Solutions will make reasonable efforts to provide maintenance and technical support services during the License Term (“Maintenance Period”), subject to the provisions of Section 7 (Warranties) and other terms of this Agreement. You acknowledge that the Maintenance Period is limited to the License Term specified in this Agreement and that Addon Solutions does not guarantee any specific response times, service hours, or resolution of incidents. For clarity, the Maintenance Period will only extend if you renew this Agreement for an additional term, limited to the newly applicable License Term. You also acknowledge that Addon Solutions will not provide maintenance or technical support services, including backup, related to Atlassian’s cloud service infrastructure.
10. Third-Party Platforms.
To the extent offered by Provider, Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.
11. Indemnification
You agree to unconditionally indemnify, defend, and hold harmless Addon Solutions, along with its officers, directors, employees, contractors, and agents, against any claims, liabilities, or expenses incurred by a third party as a result of or in connection with:
Any third-party claims arising from: (i) Your use of the Products in a way not expressly authorized by this Agreement; (ii) Addon Solutions compliance with any technology, designs, instructions, or requirements provided by You or a third party on Your behalf; (iii) any claims, costs, damages, or liabilities asserted by You or Your representatives; or (iv) any violation by You of applicable laws; and,
Any legal expenses and attorney fees incurred by Addon Solutions in responding to a subpoena, court order, or other official government inquiry related to Your use of the Products.
12. Governing Law
All disputes arising out of or relating to this Agreement or its subject matter shall be governed by the laws of the Republic of Tunisia. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Additionally, this Agreement shall not be governed or interpreted by any laws based on the Uniform Computer Information Transactions Act (UCITA) or any similar laws related to UCITA. The courts of Monastir shall have exclusive jurisdiction over any disputes arising from or relating to this Agreement or its subject matter.
13. Termination
Addon Solutions may terminate this Agreement immediately and unilaterally, without prior notice or compensation, if:
You fail to comply with any terms or conditions of this Agreement; or
You initiate judicial or administrative proceedings under insolvency laws for reorganization, liquidation, or restructuring; or
You suspend or threaten to suspend payment of your debts, are unable to pay your debts when due, admit your inability to pay your debts, or are deemed unable to pay your debts.
Upon termination of this Agreement for any reason, you must cease all use of the Products, destroy or return any copies of the Products to Addon Solutions, and delete any accounts you have created that are accessible through the Products. Any obligations under this Agreement that are intended to survive its termination, or your cessation of Product use, will remain in effect even after the Agreement is terminated.
14. Fees and Taxes
In exchange for the licenses granted and services outlined in an Order, you are required to pay all Fees within the time specified on the applicable invoice or as outlined in our pricing terms at the time of your purchase. Failure to pay these Fees by the due date may result in the immediate termination of the licenses and rights granted to you under this EULA. Fees for Products do not include sales, value-added, excise, gross revenue, or other taxes, duties, levies, or government charges related to the sale, delivery, or use of the Products ("Taxes"). Unless you provide a valid, signed exemption certificate or letter for each applicable jurisdiction, you are responsible for all Taxes assessed by any governmental authority arising from Addon Solutions provision of the Products, except for taxes on our net income. If we are required to pay or collect any Taxes on your behalf related to your use of the Products, you agree to promptly reimburse us for the amounts paid.
15. Severability
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.
16. Publicity Rights
You grant us permission to use your name, company name, logo, likeness, and any reviews you provide (in full or in part) for promotional purposes, including advertising, media relations, trade shows, our website, corporate presentations, financial reports, and other similar marketing activities. You may revoke this permission at any time for all Products by sending an e-mail to support@addon-solutions.net to request exclusion from future promotional material. We will make every effort to respond to a verifiable request within thirty (30) days of receiving it. If more time is needed (up to 90 days), we will notify you of the reason and the extended time frame in writing.
17. General Provisions
This section outlines the general terms that govern this Agreement:
Entire Agreement: This Agreement, along with any referenced policies or documents, constitutes the complete and exclusive understanding between the parties regarding the subject matter and supersedes all prior agreements, communications, and understandings, whether written or oral.
Amendments and Modifications: Addon Solutions reserves the right to amend, update, or modify this Agreement at its sole discretion. Any changes will take immediate effect once implemented.
No Waiver: The failure of Addon Solutions to enforce any provision of this Agreement shall not be considered a waiver of that provision or of the right to enforce it in the future.
Authority to Bind: If you are entering into this Agreement on behalf of an organization, you confirm that you have the legal authority to bind the entity to the terms of this Agreement. If you do not have such authority, or if you do not agree to the terms, you must not install or use the Products.
Assignment: You may assign this Agreement to a successor entity in the case of a merger, acquisition, or change of control, provided that (a) Addon Solutions is notified in writing within ninety (90) days of the assignment, (b) the assignee agrees to be bound by the terms of this Agreement, and (c) the assignor ceases using the Products. Addon Solutions may assign its rights and obligations under this Agreement at any time without your consent.
Notices: All notices to you will be sent to the email address associated with your account. Notices to Addon Solutions must be sent via (i) confirmed email to support@addon-solutions.net or (ii) Jira Service Management Portals. Notices will be considered received when (i) written confirmation of email receipt is provided, or (ii) a courier confirms delivery.
These General Provisions ensure clarity, enforceability, and flexibility in the relationship between you and Addon Solutions.