Atlassian Marketplace Products developed by Polarnight AS are licensed under the combined provisions of:
1: "Standard EULA": Defined in "Atlassian Marketplace Terms of Use"
2: "Publisher EULA": Contains additional terms set by Polarnight in this document
Standard EULA
Reference: https://www.atlassian.com/licensing/marketplace/termsofuse
The "Standard EULA" is reproduced here for convenience. In this case, the "Publisher" refers to Polarnight AS:
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i) The Publisher is the licensor of the Marketplace Product and Atlassian is not a party to the Publisher EULA or this Standard EULA, as applicable.
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Preamble
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.
1: Definitions
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.
Order: An order for Polarnight Software placed on Atlassian Marketplace as described in Atlassian Marketplace Terms of Use
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
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Ordered Software only on hardware systems owned, leased or controlled by you.
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(iii) Licenses granted by Publisher are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Marketplace Product concurrently is equal to the number of User Licenses for which the necessary fees have been paid to Atlassian and/or its authorized partners (each, an "Atlassian Expert"). You may purchase additional User Licenses at any time on payment of the appropriate fees to Atlassian or an Atlassian Expert. "User License" means a license granted under this EULA to you to permit an Authorized User to use the Marketplace Product. The number of User Licenses granted to you is dependent on the fees paid by you. "Authorized User"means a person who accesses and uses a Marketplace Product under the EULA and for which the necessary fees have been paid to Atlassian and/or an Atlassian Expert.
(iv) Any information that Publisher collects from you or your device will be subject to any Publisher EULA, privacy notice, or similar terms that the Publisher provides to you, and will not be subject to the Atlassian Privacy Policy (unless Atlassian is the Publisher).
(v) You may not modify, reverse engineer, decompile or disassemble the Marketplace Product in whole or in part, or create any derivative works from or sublicense any rights in the Marketplace Product, unless otherwise expressly authorized in writing by Publisher.
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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.
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Publisher EULA
February 27, 2019
Atlassian Marketplace Products developed by Polarnight as are licensed under the "Standard EULA", with the addition of the following terms:
1: Disclaimer of Warranty
Unless required by applicable law or agreed to in writing, Polarnight provides the Marketplace Product on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Marketplace Product and assume any risks associated with Your exercise of permissions under this License.
2: Limitation of Liability
In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Polarnight be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Marketplace Product (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Polarnight has been advised of the possibility of such damages.
3: Publicity rights
By purchasing a Marketplace Product from Polarnight AS, you grant us 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
You grant Polarnight the right to include your organisation as a customer in promotional materialmaterials, including your organisation logo. Licensor shall further have the right to use any public reviews made by your organisation in Atlassian Marketplace as set out in the Atlassian Marketplace Terms of Use. You can deny this right any of these rights at any time and request to be excluded from any further promotional material by submitting a written request via email to support@polarnight.com, requesting to be excluded from any promotional material. Requests made after purchasing Ordering may take thirty (30) days to process.
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.
To the extent personal data relating to your company representatives or agents is being used by Polarnight, Polarnight’s applicable Privacy Policy applies.
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.