This is an agreement between:
- YOU (the user) and
- Synchronit GmbH (Synchronit) with legal address in:
CH6340 Baar · Zug
hereinafter referred to as ‘Synchronit‘.
for the use of PROGRESS - a Jira plugin Software developed by Synchronit
Aug 1st. 2021
Important! Read Carefully
This agreement is the end-user licensing agreement (hereinafter referred to as the “Agreement“) between you (an individual, company or any other legal entity) and Synchronit for the use of this software.
You must have reached the age of majority for the legal jurisdiction that you reside in to approve this agreement and (in case of an enterprise use) be a legal and authorized representative of your organization.
Please read this Agreement before you use PROGRESS. Your use of our software will be deemed as your acceptance of the constraints mentioned in this agreement. Otherwise, please do not use it or install any updates.
This End User License Agreement, including any supplemental terms (collectively, the “EULA“) is between You and Synchronit and governs your use of our software.
AFFILIATES shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Employer.
DERIVATIVE WORKS shall mean any value addition, enhancement, modification, condensation, transformation, expansion, or any change in any form to PROGRESS in a bid to recast, adapt or transfer the said software which, if used without the consent of Synchronit would constitute an intellectual property right violation.
PARTNERS shall mean distributors and/or resellers authorized by Synchronit or its distributors to resell the software, or a co-branded version of the software authorized by Synchronit.
2. License to Use PROGRESS
Subject to the terms of this Agreement, Synchronit grants to you a nonexclusive, non-transferable, revocable license to use PROGRESS as permitted by this Agreement solely for your personal and/or commercial use. PROGRESS cannot be used for any other purpose. You are not permitted to lease, rent, sublicense, publish, copy, modify, adapt, translate, reverse engineer, decompile or disassemble all or a portion of the software without Synchronit‘s prior written consent or unless otherwise expressly permitted by the applicable law.
3. Limitation of Use
3.1You may not sell, rent, lease, lend, sublicense or distribute the entirety or part of the software to any third party without prior written permission from Synchronit.
3.2Except as otherwise expressly permitted, you shall not, nor allow any other person to copy, reverse engineer, decompile, disassemble or create derivative work of the software. This includes prohibition on export of source code, decoding or modification of the application or software and the services that it provides.
3.3You, or any Customers/Users may not delete, remove, hide, move, or alter any trademark, logo, icon, image or text that represents Synchronit‘s name or any derivation of these. All representation of Synchronit‘s name, logo or other mark of Licensor or any of its affiliates names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.
4. Copyright and Intellectual Property Rights
All title, ownership rights and intellectual property rights in and to the software, all text, graphics, music or sounds, all messages or items of information, fictional characters, names, themes, objects, scenery, costumes, effects, dialogues, slogans, places, characters, diagrams, concepts, choreographies, videos, audio-visual effects, domain name and any other elements which are part of the software and any all copies thereof are owned by Synchronit, unless explicitly expressed otherwise. The software is protected by national and international laws, copyright treaties and conventions and other laws. This software may contain certain licensed materials and, in that event, we or our licensor‘s may protect their rights in case of any violation of this Agreement. Any reproduction or representation of these licensed material in any way and for any reason is prohibited without Synchronit‘s prior written permission, and if applicable, our licensor‘s and representatives. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by Synchronit. This License confers no title or ownership in the software and should not be construed as a sale of any rights in software.
5. Limited Warranty and Disclaimers
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PRODUCT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCT IS SUPPLIED ON AN ‘AS IS‘ AND ‘AS AVAILABLE‘ BASIS.
SYNCHRONIT, ITS LICENSORS, AFFILIATES, CHANNEL PARTNERS AND ASSOCIATED PARTNERS, COPYRIGHT HOLDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY OR OTHER TERMS INCLUDING BUT NOT LIMITED TO QUALITY, FITNESS FOR A PURPOSE, ACCURACY, CORRECTNESS, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTIES, RELIABILITY AND SECURITY.
6. Limitation of Liability
TO THE FULLEST EXTENT OF APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL OR ANY OTHER MALFUNCTION OR FAILURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DAMAGES FOR PERSONAL INJURIES , PROPERTY DAMAGE, OR LOST PROFITS FOR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF SOFTWARE, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT OF APPLICABLE LAW, LICENSOR‘S LIABILITY FOR ALL DAMAGES SHALL NOT (EXCEPT AS REQUIRED BY LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
7. Termination and Ongoing Effectiveness
7.1This Agreement and the licenses granted hereunder shall remain in effect until terminated by either party. You may terminate this Agreement at any time, except otherwise expressed in your contract with Atlassian.
7.2Synchronit and its licensors can terminate this Agreement at any time without notice if you fail to comply with any terms or conditions of this agreement. Once this Agreement has been terminated, you Must stop using this software and delete all the associated materials.
7.3ALL INTELECTUAL PROPERTY RIGHTS REMAIN VALID, even after the cancellation of this contract, for a period of 5 (five) years.
8. Jurisdiction and Governing Laws
8.1This Agreement is entered into in the laws of Switzerland and shall be governed by, and construed in accordance with, the laws of the canton Zug, in Switzerland.
9. General Provisions
9.1Neither party may assign this Agreement or any right or obligation hereunder without the other party‘s prior written consent. However, the Licensor may assign this Agreement in the event of a merger or consolidation or purchase of all or substantially all of its assets. This Agreement will be binding upon and inure to the benefit of the permitted successors and assigns of each party.
9.2Licensor will not be held responsible for any failure, delay or interruption caused by circumstances outside its control, such as network failure, network connection failure, earthquake, flooding, strikes, embargos or acts of government. If such an event giving rise to Force Majeure lasts for more than 7 days, then either party may terminate this Agreement without such termination giving rise to any liability or right to any refund.
9.3Customer agrees to pay all taxes (including not limited to sales, use, excise and value added taxes), tariffs, duties, customs fees or similar charges imposed or levied on the Customer Licenses, with the exception of taxes on Licensor‘s net income.
9.4This Agreement constitutes the entire agreement between the parties and supersedes all written or oral prior agreements or understandings between the parties. The terms of this Agreement may not be modified except by a written agreement signed by both parties.
9.5If any provision of this Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provision of this Agreement.
9.6No waiver of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.
9.7Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with the other party, and neither party will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.