Caelor - EULA
Scope of Application
These Terms of Use (hereinafter also “Terms”) are a legally binding agreement between Caelor Group d.o.o. (hereinafter also “we”, “our” and “us”) and the Customer (hereinafter also “you” and “your”), the user of the Atlassian Marketplace Platform who is a natural or legal person who has subscribed to our Software as a Service (“SaaS”) Products (as defined below), hereinafter collectively referred to as the “Parties” and individually as a “Party”.
These Terms govern your use of our cloud-based plug-in applications and SaaS products offered to you through the Atlassian Marketplace platform:
on a subscription basis (“subscription-based SaaS products”); or
free of charge, i.e., without invoicing (“Free SaaS products”)
These Terms apply whether you purchase our SaaS Products directly from us, through the Atlassian Marketplace platform, through an authorized reseller, or otherwise. If you purchase through a Reseller, your license rights will be specified in the Reseller’s purchase order. Resellers are not authorized to make any promises, commitments, or impose any additional conditions on our behalf, and we are not bound to you by any obligations other than those contained in these Terms.
Subscription Based SaaS Products and Free SaaS Products are hereinafter collectively referred to as “SaaS Product(s)”.
Conclusion of Contract
These Terms apply to all of our SaaS Products licensed to you. By installing the SaaS Products, you acknowledge that you are bound by these Terms, including the terms of any other documents and/or policies incorporated herein by reference. By accepting these Terms on behalf of another person, company, or entity, you represent and warrant that you have full authority to bind such person, company, or entity under these Terms.
If you do not agree with these terms or do not have the required authorization, you are not entitled to install and/or use the SaaS Products for any purpose. You are obliged to unsubscribe from the SaaS Products immediately.
Caelor is a provider on the Atlassian Marketplace Platform and is subject to the Atlassian Marketplace Terms of Use and the related Atlassian Terms (“Atlassian Terms”). Consequently, if you do not agree to the Atlassian Terms of Use, you are not entitled to use the relevant Atlassian Marketplace Product and our SaaS Products.
Terms of Contract
Subject to these Conditions and subject to the rights of termination set out in Clause 12, the term of these Conditions shall be for the period from:
the Subscription Licence (defined below under § 5) or the renewal period of the Subscription-based SaaS Products;
the Evaluation Period (defined below under § 5) of the Evaluation Licence (defined below under § 5); or
Your use of the free SaaS Products (defined below under § 5) is unlimited until the SaaS Product is discontinued.
Atlassian Marketplace
To use our SaaS Products, you may be required to register on the Atlassian Marketplace Platform. You must ensure that all information you provide on the Atlassian Marketplace Platform is accurate, complete, and up-to-date, as you are responsible for updating the accuracy of your information.
Once You have placed an order for a subscription and/or renewal and/or use of the SaaS Products through the Atlassian Marketplace Platform or its authorized reseller, You will receive instructions regarding Your authorized use of the SaaS Products, including but not limited to the type of license You have purchased, Your name, Your contact information, the number of permitted users within the Atlassian Product(s) and the SaaS Product(s), the required fees and any other related information that may reasonably be required. The SaaS Products are made available through the Atlassian Marketplace Platform.
License
These Terms authorize you to install and use one copy of the SaaS Products. These Terms do not authorize you to install or use multiple copies of the SaaS Products on a system that permits application sharing. You may use or install multiple copies only if you purchase the appropriate license for each copy of the SaaS Products. Subject to these Terms, you are granted a worldwide, limited, non-transferable, non-exclusive, non-sublicensable right to install and use the SaaS Products for the term and applicable license fee associated with each SaaS Product you purchase. The SaaS Products are licensed to you under either a subscription license, an evaluation license, or a free license in accordance with the following terms:
Subscription Licence: Subscription Based SaaS Products are, pursuant to the Subscription Licence, a time-limited, worldwide, limited, non-transferable, nonexclusive, non-sublicensable right to a SaaS Product, subject to automatic renewal for successive monthly or annual terms unless either party notifies the other of nonrenewal or we cease to provide a particular Subscription Service. If you terminate the Subscription-based SaaS Products, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to a refund of any amounts accrued or paid prior to such termination. You acknowledge and agree to use the Subscription-based SaaS Products provided to you as a cloud service hosted by us and/or the Atlassian Marketplace Platform. You further acknowledge and agree that we and/or the Atlassian Marketplace Platform may make changes to the Subscription-based SaaS Products from time to time.
Trial License: At our sole discretion, we may provide you with a limited license to test the functionality of the SaaS Products. This trial license provides you with a version of the SaaS Product(s) free of charge for up to thirty (30) days (“Trial Period”), after which you must either purchase or uninstall the SaaS Product. At the end of the Trial Period, you will be required to pay the full license fee or cease using the SaaS Product(s), and all components of the SaaS Product(s) will be decommissioned.
Free Licence: The Free SaaS Products are provided to you free of charge and with a time-limited, worldwide, non-exclusive, non-transferable, and non-sublicensable license (“Free Licence”). Your use of the Free SaaS Products is subject to such further terms and conditions as we may deem necessary and is for a specified period of time. You acknowledge that we may terminate the Free SaaS Products at any time and for any reason in our sole discretion. However, if available, you may upgrade to a similar product offered as a subscription-based SaaS product, and all of your applicable data will be automatically transferred by us. We may limit the functionality of the SaaS product for the free license at any time.
Restrictions on Use
The SaaS Products are licensed to you. The SaaS Products are not sold to you, and we retain ownership of all SaaS Products, including copies of the SaaS Products (Please also refer to § 9). Accordingly, the following restrictions apply:
Restrictions on Transfer: You may not assign your rights or obligations under these Terms or sublicense or otherwise transfer your rights in the SaaS Products as granted to you under these Terms or make the SaaS Products available to any third party without our prior written consent.
Restrictions on Use: You may only use, copy or install the SaaS Products on a single system. You may not permit the SaaS Product to be used, copied, or installed on more than one Atlassian Product. If you have multiple, validly licensed copies, you may not use, copy or install the SaaS Products on a system with more users than permitted by the applicable license.
In particular, you must not:
Decompile, reverse engineer, disassemble, alter, reproduce, modify, rent, lease, loan, sublicense, copy, create derivative works from, distribute or grant unauthorized users access to the SaaS Products, in whole or in part;
use the SaaS Products for the benefit of a third party;
Incorporate SaaS Products into a product or service that you provide to a third party;
Interfere with any license key mechanism of the SaaS Products or otherwise circumvent mechanisms in the SaaS Products designed to restrict your use;
Remove or obscure any proprietary notices on the SaaS Products or permitted copies of the SaaS Products,
Publicly disseminate information about the benchmarking performance of the SaaS Products, or
Otherwise, attempt to derive the source code of the SaaS products.
Conduct a security review (“penetration test”) or other measures that could adversely affect the SaaS Products without consultation.
Modify the SaaS Products or create derivative works from the SaaS Products. Derivative works include, but are not limited to, translations.
10. You may not use the SaaS Products in any manner that is illegal or in violation of any applicable law, regulation, or the intellectual property rights of any third party.
Export Restrictions: You acknowledge and agree not to export or re-export the SaaS Products outside of the jurisdiction in which you acquired the SaaS Products unless you have obtained our prior written consent or it is permitted under applicable laws and regulations. You are solely responsible for verifying the existence of and compliance with applicable laws regarding the export of the SaaS Products from the country of original purchase. We are not liable for the use of the SaaS Products in your jurisdiction or under the terms of these Terms. You are solely responsible for complying with applicable laws and obtaining any required export licenses. You agree not to export the SaaS Products from any country where there are applicable legal restrictions on such export. We reserve all rights not expressly granted to you in these Terms.
Maintenance
We will provide you with updates, add-on components, internet-based components and/or enhancements generally made available from time to time, and online technical support to resolve any technical issues you may have with the SaaS Products.
Maintenance is provided to you with reasonable skill and care for the duration of your Subscription Licence and for the duration of the Free Licence, including any renewal periods.
Support
We will provide you with support services for the duration of your subscription license and for the duration of the free license, including any renewal periods, which will include but are not limited to, bug fixes and patches. Our business hours are 09:00 to 20:00 CEST, Monday to Saturday. We aim to respond to all requests within eight business hours, excluding national holidays. We constantly monitor our support channels to respect the high priority of any critical issues that arise.
You can request support services through one of the following channels:
by submitting a ticket in our service desk system or by email to support@caelor.com;
via a voice/video/screen sharing connection (e.g., Teamviewer or MS Teams);
Intellectual Property
Nothing in these Terms constitutes an assignment or transfer of any intellectual property rights (“Intellectual Property Rights”) from us to you or vice versa. The term “Intellectual Property Rights” means all intellectual and industrial property rights throughout the world, whether now existing or hereafter created, and includes all copyrights and analogous rights, all rights relating to inventions, patents, source code, software, trademarks, and designs (whether registered or not), circuit layouts, trade names, trade secrets, company names or internet domain names.
We retain all rights, title, and interest in and to the SaaS Products and all intellectual property rights not expressly granted by us under these Terms.
License Costs
The SaaS Products are offered to you on a subscription basis or for free. You agree to pay all applicable fees on the due date and in the manner specified at the time of your subscription to the SaaS Products. Your failure to pay the applicable fees will result in the immediate termination of the licenses granted to you by us under these Terms.
Warranty
All warranties and representations of the parties in relation to the subject matter of these Conditions are expressly set out in these Conditions. To the extent permitted by applicable law, no other warranties or representations relating to the subject matter of these Terms are incorporated into these Terms or any related contract.
They recognize that:
Software is generally never completely free of defects, errors, and bugs; and therefore, subject to the other provisions of these Terms, we do not warrant or represent that the SaaS Products will be completely free of defects, errors, and bugs;
Software is generally never completely free from security vulnerabilities; therefore, subject to the other provisions of these Terms, we make no warranty or representation that the SaaS Products are completely secure;
The SaaS Products are designed to be compatible only with Atlassian’s software applications, in particular, Jira; and we do not warrant or represent that the SaaS Products will be compatible with any other software, and
the SaaS Products may use third-party hosting services which may be provided to you without any warranty. Therefore, we cannot guarantee that these third-party hosting services will be provided to you error-free or without interruption.
Limitation of liability
You agree that the use of the SaaS Products is at your own risk. To the extent permitted by applicable law, in no event will we be liable to you or those claiming through you for any indirect, consequential, incidental, or special damages or losses of any kind, including but not limited to loss of profits, loss of contracts, business interruption, cost of substitute goods or services, loss or corruption of data, however, caused and whether arising in contract or tort (including but not limited to negligence). The limitations in this clause apply notwithstanding the failure of the essential purpose of any remedy. In no event shall our total liability to you arising out of or in connection with these Terms, on all causes of action and theories of liability (including but not limited to negligence), exceed the amounts paid for the current subscription period of the subscription-based SaaS Products for a maximum of twelve (12) months. However, we will not be liable to you for the Free SaaS Products.
We do not limit or exclude our liability for (a) death or personal injury caused by our negligence, (b) fraudulent misrepresentation, or (c) any other liability to the extent such liability cannot be excluded or limited under applicable law. In no event will we be liable for any failure of performance due to circumstances beyond our control, including but not limited to power failure, computer viruses, malware, spyware, key logger applications, system failure, fire, flood, earthquake, terrorism, acts of war or extreme weather conditions.
Consent to be named as a reference customer
We may name the customer as a reference customer after the conclusion of this license agreement. The customer grants us the right, free of charge, unlimited in time, space and content, to describe our performance of us and to use this description for advertising purposes in both print and electronic media, naming the customer’s name and using the customer’s logo.
Termination
These terms may terminate upon the expiry of the Subscription Licence, the expiry of the Evaluation Period, or the uninstallation of a free license or termination.
If we terminate these Terms when you pay for a Subscription Licence, your license for the Subscription-based SaaS Products will automatically terminate, and you will be required to remove all components of the SaaS Products from your systems and destroy all copies.
We may terminate these Terms if you materially breach these Terms or any other agreement you have entered into with us. Specifically, a material breach occurs if you fail to timely pay our fees when they become due and owing to us, if you materially interfere with our system by failing to use the designated user interface elements for accessing data and non-UI access in accordance with applicable documentation, and if you attempt to access all of your data simultaneously from our servers. If it is determined that you have caused a material breach, we will, in our sole discretion, temporarily deny you access to the SaaS Product so that we can protect our system and our other customers. If we terminate these Terms for cause, we will give you ten (10) day’s written notice, after which time the Terms will automatically terminate. Upon termination of these Terms, you will cease all use of the SaaS Products and reasonably cooperate with: (a) remove, uninstall or disable all copies of the SaaS Products; and (b) satisfy any financial obligations you have to us. If you terminate these Terms for cause, or if we terminate these Terms for cause, you will not be entitled to a refund of any portion of the fees you have paid to us.
Final Provisions
The failure or delay of a party to enforce any provision of these Conditions shall not be deemed a waiver of the right to enforce that provision or any other provision of these Conditions at any time. A waiver of any provision of these Conditions must be in writing, specify the provision to be waived, and be signed by the party agreeing to the waiver.
A Force Majeure Event is any event beyond the reasonable control of either party which by its nature was not foreseeable or, if foreseeable, was unavoidable, including strikes, lockouts, or other industrial action (whether affecting its own workforce or that of a third party), acts of God, war, riots, embargoes, war, riots, embargoes, acts of civil or military authority, acts of terrorism or sabotage, shortages or delays in deliveries from our suppliers, fire, flood, earthquake, accidents, radiation, inability to secure transportation, failure of communications or power sources, malicious damage, failure of equipment or machinery or default of suppliers or subcontractors.
Neither party shall be liable for any delay or failure in the performance of its obligations under these Conditions to the extent caused by an Event of Force Majeure.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Croatian and European Union law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Croatia and the courts of the European Union.
These Terms constitute the entire agreement between you and us with respect to the SaaS Products and supersede all oral or written proposals and all communications between the parties with respect to their subject matter.
We reserve the right to change these terms and conditions at any time. Any change will be effective upon posting an updated version on this page.