The following End User License Agreement (“EULA”, “Agreement”) is a binding legal agreement between you, an individual or a legal entity (“Licensee”) and Polarnight AS, a private limited company incorporated in Norway (“Licensor”), regarding your acquisition and use of Polarnight products (“Software”), distributed via Atlassian Marketplace.
By downloading, installing, copying or otherwise using the Software, the Licensee agrees to the terms and conditions set forth in this Agreement. If you enter into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind this entity to the terms and conditions set forth in this Agreement. If you do not have such authority, or if the Licensee do not agree to the terms of this Agreement, then do not install or otherwise use the Software and do not accept the terms of this Agreement.
This agreement only applies to Software with related updates, supplements, and support services delivered by Polarnight. It does not apply software delivered by other vendors, regardless of whether such other software is referred to or described in this Agreement.
Atlassian Software: Software developed by Atlassian, such as Jira, Confluence, Bitbucket, Bamboo, Fisheye and Crucible.
Authorized Use: The installation of Polarnight Software Products on a server of choice and the and the use of Polarnight Software Products by Authorized Users for the Licensee’s internal business purposes in accordance with the terms of this Agreement.
Authorized User: A named user accessing and using Polarnight Software Products under this Agreement. The total number of Authorized Users may not exceed the number of users purchased by Licensee on Atlassian Marketplace.
Polarnight Software Product: Refers to all Polarnight Software Products to be licensed including updates of such products provided by Polarnight AS to the Licensee.
Server App: Software purchased, licensed and used in accordance to Atlassian’s Server App model. Such apps are licensed on a perpetual basis.
Data Center App: Software purchased, licensed and used in accordance with Atlassian’s Data Center App model. Such apps are licensed as a subscription service on an annual basis.
2: Rights of Use
2.1 License rights: Subject to your Order of the Software and compliance with this Agreement, Licensor grants you a limited, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Ordered Software only on hardware systems owned, leased or controlled by you. The license for a Server App is perpetual while the license for a Data Center App is a subscription-based license available for an annual term.
2.2 Restrictions: Except as otherwise expressly permitted in this Agreement, you will not:
(a) reproduce, modify, adapt or create derivative works of any part of the Software;
(b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party;
(c) use the Software for the benefit of any third party;
(d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use;
(f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);
(g) remove or obscure any proprietary or other notices contained in the Software;
(h) use the Software for competitive analysis or to build competitive products;
(i) publicly disseminate information regarding the performance of the Software; or
(j) encourage or assist any third party to do any of the foregoing.
3: Intellectual Property Rights and Ownership
The Licensee acknowledges that Polarnight AS retains all rights, title and interest in and to the Software (other than Embedded Software), as well as all intellectual property rights (such as copyright, patent and trademark) in and to the Software not expressly granted to Licensee in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. The Software is made available on a limited license or access basis, and no ownership right is conveyed to Licensee, irrespective of the use of terms such as “purchase” or “sale”.
The Software contains Embedded Software (code and libraries) licensed to Polarnight AS from third parties. Additional obligations may apply to the use of Embedded Software by the Licensee that is not in accordance with the use of the Software under this Agreement. In such circumstances, the Licensee must acquire any licenses and consents from the relevant third parties for the use of any Embedded Software by the Licensee.
Licensee may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software. Licensee is not granted any rights to any trademarks or service marks of Licensor.
4: Disclaimer of Warranty
ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND POLARNIGHT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. POLARNIGHT WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF POLARNIGHT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER POLARNIGHT NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
You acknowledge and agree that the Software and any related documentation are offered “as is” and “as available” and Licensor hereby disclaims all warranties, whether express or implied, including any implied warranties of non-infringement, fitness for a particular purpose or that the use of the Software will be uninterrupted, error-free or completely secure. You are solely responsible for any damage to your devices or loss of data which may result by the use of the Software.
5: Limitations of Liability
Neither party in this Agreement will be liable to any person for any loss, damage, cost, expense or other claim (including consequential, direct, indirect, special, punitive or other damages and loss of data or profits) in relation to the Product 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 a Product);
(b) any delay, interruption or other failure in the provision of the Product; or
(c) any change in the form or content of the Product.
In no event will Polarnight and Licensors' aggregate liability under any claims arising out of this agreement exceed the fees paid by Licensee under this agreement. Neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of Polarnight, and the remedy of Licensee, shall be limited to the refund of any license fees paid by Licensee for such defective Product.
6: Publicity Rights
7: Data Collection and Sharing
Polarnight has the right to access and use your data as set out in the Atlassian Marketplace Terms and Use, including for analytical purposes.
8: Support, maintenance and updates
During the period for which you have paid the applicable Support and Maintenance fee, Polarnight will provide Support and Maintenance for the Software in accordance with its Service Level Agreement (SLA).
The purchase of the Software through Atlassian Marketplace includes support and maintenance for an initial term after which you must continue to purchase support and maintenance for additional terms.
If Polarnight provides updates to the Software, the terms and conditions of this Agreement also applies to the updated version of the Software. Polarnight has, however, no obligation to update any Software, and any Software may be changed without notice to you.
8: Trial periods
Polarnight may offer free trial periods for the Software. After expiration of the trial period, if you do not place an Order for the App, the App will cease to function and you must cease using and delete your copies of the App and any related license or access keys.
9: Terms and Termination
This Agreement is effective from the date you first use the Software and shall continue until terminated. The Agreement can be terminated at any time by uninstalling the Software.
The Agreement will also terminate immediately if you fail to comply with any term of this Agreement. Upon such termination, the licenses granted by this Agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this Agreement.
10: Governing Law and Disputes
Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in Oslo in accordance with the Norwegian Arbitration Act of 14 May 2004 no. 25.
This Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its choice of law provisions.
The arbitration, the award and any documents or other information submitted to the arbitration tribunal shall be final and binding and shall be considered as confidential information pursuant to these Vendor Terms.