Release Management End User License Agreement
Last updated April 2019: February 2020
IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (“EULA”). YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.
This End User Licence Agreement (EULA) is a binding legal agreement between Release Management LLC (“Release Management”), a provider of downloadable and cloud-based applications under the Release Management brand name through the Atlassian Marketplace or any other means that interoperate with applicable products manufactured by Atlassian Pty Ltd (“Atlassian”), and you (either an individual or a single legal entity you represent) whose details are provided to Release Management upon purchase (hereinafter “Licensee” or “you”) for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any “online” or electronic documentation.
2. Scope of the Agreement
This EULA governs (a) Release Management’s commercially available downloadable software products sold, or made available at no charge (“Software”), (b) Release Management’s Software provided in a hosted or cloud-based environment (“Hosted Services”), and (c) any support services provided by Release Management relating to the Software or Hosted Services. Software and Hosted Services, together with related Documentation, are referred to herein as “Products”.
3. Account Registration
You may need to register on the Atlassian Marketplace (found here) in order to place orders or access or receive any Products. Any registration information that you provide must be accurate, current and complete. You must also update your information so that Release Management may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
Your order through the Atlassian Marketplace or with an authorised authorized Reseller (“Order”) will specify your authorised authorized scope of use for the Products, which may include: (a) the defined number of installations, the number of specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorised Authorized Users”), the number of authorised authorized servers, the number of unique data set platforms, and/or other defined resource utilisation utilization limitations, (b) storage or capacity (for Hosted Services), (c) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (all of the above, as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support Services renewal, or purchases you make to increase or upgrade your Scope of Use. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product.
5. Grant of License
The Products are licensed, not sold, and no ownership right is conveyed to you, irrespective of the use of terms in this EULA such as “purchase” or “sale”.
(e) This EULA applies whether you purchase Products directly from Release Management, through the Atlassian Marketplace, through an authorized Reseller or otherwise. If you purchase through a Reseller, your license rights shall be as stated in the Order placed by Reseller for you, and the Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Release Management’s behalf, and Release Management is not bound by any obligations to you other than what is included in this EULA.
6. Third-Party Software
(a) You acknowledge the Products may contain software licensed by Release Management from third parties, including open source software, and embedded in the Products, and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of the third party software by you which is not in accordance with the use of the Products as permitted under the terms of this EULA. In such circumstances you must consult the relevant third party to acquire any necessary licenses and consents in relation to your use of the third party software.
(b) The Software uses, requires and depends on various third party APIs. Release Management disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove the API end points required for the Software to function properly. Release Management disclaims any liability for the consequence of such actions by such third parties.
7. Price and Payment
If you have not previously paid the license fee for the Product, then you must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in Release Management’s pricing terms as published on the Atlassian Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this EULA.
8. Support Services
(a) Release Management may provide you with online support services related to the Products (“Support Services”), in its discretion and for the sole purpose of addressing technical issues relating to the use of the Products. Support Services also include access to bug fixes, patches, modifications, or enhancements (together, “Releases”) to the Products that Release Management makes generally commercially available during the “Support Period.” When accepted by you, any such Releases will be considered part of the Products and subject to the terms of this EULA.
(e) Release Management encourages feedback from its customers. If you have any feedback regarding your purchase or use of the Products, please provide that feedback to Release Management at email@example.com.
9. Data Security & Privacy
(a) You may terminate your licence to the Products at any time by destroying all your copies of the Software or ceasing your access to the Hosted Services. Your license to the Products shall automatically terminate if you fail to comply with the terms of this EULA. Upon termination of your license, you are required to remove all Software from your computer systems and destroy any copies of the Software in your possession.
(a) The Products and all copies thereof are protected by copyright and other intellectual property laws and treaties. Release Management or its relevant third parties own the title, copyright, and all other intellectual property rights in the Products and all subsequent copies of the Products.
(e) You retain all right, title and interest in and to any Personal Information or Data that you upload, submit or otherwise transmit to or through the Hosted Services or through Release Management’s online support systems (including http https://releasemanagement.atlassian.net/servicedesk/customer/portals) and any other related platforms used to collect customer feedback or to provide support). Subject to the terms of this EULA, you grant Release Management a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service.
(a) You agree that all code, inventions, know-how, business, technical and financial information disclosed to you by Release Management constitute the confidential property of Release Management (“Release Management Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Products shall be deemed Release Management Confidential Information without any marking or further designation. Except as expressly authorised authorized herein, you will hold in confidence and not use or disclose any Release Management Confidential Information. Your nondisclosure obligation shall not apply to information that you can document: (i) was rightfully in your possession or known to you prior to receipt of the Release Management Confidential Information; (ii) is or has become public knowledge through no fault of your own; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you or your employees who had no access to such information. You may also disclose Release Management Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to Release Management). You acknowledge that disclosure of Release Management Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, Release Management shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Products.
(d) For Licensee Confidential Information that does not constitute trade secrets under applicable law, these confidentiality obligations will expire three (3) years after the termination of the agreement between Release Management and Licensee. The recipient of such Licensee Confidential Information will be responsible for any breach of this section by its employees, representatives and agents. Licensee Confidential Information will not include any information that (i) was independently developed by a party without use of or reference to any Licensee Confidential Information belonging to the other party; (ii) was acquired by either party from a third party having the legal right to furnish same to the other party; or (iii) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public.
13. Availability to Data Subjects
Release Management will provide a Data Subject with a copy of the EULA or any existing contract for subprocessing if the Data Subject requests such a copy. If the EULA or contract for subprocessing contains commercial information, Release Management may remove such commercial information.
14. Publicity Rights
The Licensee grants Release Management the right to include the Licensee’s company name, logo, and/or likeness that you provide during registration, and any review that Licensee may provide (in full or in part) to Release Management, within Product promotional material and on Release Management’s web site. Licensee can revoke this right at any time by submitting a written request via email to firstname.lastname@example.org, requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.
15. Export Restrictions
You may not use or otherwise export or re-export any Product(s) except as authorised authorized by United States law and the laws of the jurisdiction in which the Product(s) was obtained. In particular, but without limitation, the Product(s) may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product(s), you represent and warrant that you are not located in any such country or on any such list.
16. Disclaimer of Warranties
Save as provided in Sections 18 and 19 below, the Products are provided on an “as is” and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. Release Management shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Release Management. To the maximum extent permitted by law, Release Management does not make any representation, warranty or guarantee that: (a) the use of the Products will be secure, timely, uninterrupted or error-free; (b) the Products will operate in combination with any other hardware, software, system, or data; (c) the Products will meet your requirements or expectations; (d) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; (e) errors or defects will be corrected; or (f) the Products (or any server(s) that make a Hosted Service available) are free of viruses or other harmful components.
17. Return Policy
Release Management’s customary business practice is to allow customers to return Software within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Software. A return means that Release Management will disable the license key that allowed the Software to operate. Release Management will not accept returns after the 30-day return period.
18. Infringement; Indemnification
(a) If you purchase a Standard Use license, and if the Software becomes, or in the opinion of Release Management may become, the subject of a claim of infringement of any third party right, Release Management may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund any license fees paid by you for the current Support Period for that Software.
(e) Release Management agrees to defend, indemnify, and hold harmless the Licensee and their respective directors, officers, employees, and agents from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses of every nature; including reasonable attorneys’ fees and expenses arising out of, resulting from, or attributable to the Software’s claimed infringement or violation of any patent, copyright, trade secret, trademark, or other third party intellectual property right, except to the extent that the infringement or violation has been caused or contributed to by the Licensee or its representatives.
19. Limitation of Liability
(a) Except for the indemnification obligations of Section 18 or breach of Sections 7, 11 or 12, neither party will be liable to any person, with respect to any loss, damage, cost, expense or other claim, for any consequential (such as loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data), indirect, special, punitive or other damages in relation to the Products 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 the Products); (b) any delay, interruption or other failure in the provision of a Product; or (c) any change in the form or content of a Product. All the foregoing limitations shall apply even if Release Management has been informed of the possibility of such damages.
(d) These limitations will apply to you even if the remedies fail of their essential purpose.
20. Dispute Resolution
The parties agree that this EULA will be governed by and construed and interpreted in accordance with the laws of Ukraine. Any dispute arising from or relating in any way to this Agreement, or the breach thereof, shall be resolved by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, except as follows: The number of arbitrators shall be one. The place of arbitration shall be Kyiv, Ukraine, but telephonic participation may be permitted by the arbitrator. The language of the arbitration shall be Ukrainian. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Kyiv State Court, Kyiv, Ukraine. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.
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.
22. No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorised authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.
Licensee may assign this EULA to succeeding parties in the case of a merger, acquisition or change of control; provided, however, that in each case, (a) Release Management is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and (c) upon such assignment the assignee makes no further use of the Product(s) licensed under this EULA. Release Management may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this EULA.
24. U.S. Government Users
If you are a U.S. Government end user, Release Management is providing the Products to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by Release Management for the Products are the same as the rights Release Managementcustomarily Management customarily grant to others under this EULA.
25. Revisions to EULA
Release Management may update, modify or amend (together, “Revise”) this EULA from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, Release Management will use reasonable efforts to notify you by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on the Release Management blog, on Atlassian Marketplace (https://marketplace.atlassian.com) or within Release Management’s published product documentation. If Release Management revises this EULA during your term of your license or subscription, the revised version will be effective upon your next renewal of a License Term, Support Services, Hosted Services or Subscription Term, as applicable. In this case, if you object to any revisions, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the revised EULA is required for you to continue using the No-Charge Products. You may be required to click through the updated EULA to show your acceptance. If you do not agree to the revised EULA after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the EULA in effect at the time of the Order. You may not revise this EULA without Release Management’s written agreement (which may be withheld in Release Management’s complete discretion).
26. Entire Agreement
This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein. This EULA may not be modified or amended by you without Release Management’s written agreement (which may be withheld in Release Management’s complete discretion).
In the event of a conflict between the terms of this EULA and the terms of any open source licenses applicable to the Software, for the specific terms in conflict the terms of the open source licenses shall control with regard to the Software, or part-thereof.
27. Contact Information
For communications concerning this EULA, please write to email@example.com
If you have any concerns about Release Management’s data protection practices, the contact details of Release Management’s data protection officer are:
+380 97 922 76 79