(a) This EULA grants you the following rights:

Standard Use. For other than No-Charge Products, Release Management grants you a perpetual (subject to termination for breach), worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in object code only, limited to the Scope of Use as designated in your Order.

Hosted Services. Release Management grants you a monthly or annual (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Hosted Services, subject to automatic renewal for successive monthly or annual terms unless either Release Management or you notify the other of non-renewal or Release Management ceases to make a particular Hosted Service available. Cancelation is a subject to 2.3 Return Policy of Atlassian Marketplace Terms of Use (https://www.atlassian.com/licensing/marketplace/termsofuse). You acknowledge that Hosted Services are on-line, subscription-based products, hosted by Release Management and/or Atlassian, and that Release Management and/or Atlassian may make changes to the Hosted Services from time to time.

No-Charge Products. The Release Management may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Products at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms specified by Release Management and is only permitted for the evaluation period designated by Release Management. After the evaluation period is expired you must abide by the Standard Use rights, or must remove and delete all copies of the Software in your possession. You may not use No-Charge Products for competitive analysis or similar purposes. Release Management may terminate your right to use No-Charge Products at any time and for any reason in its sole discretion, without liability to you. You understand that any pre-release and beta products (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. Release Management makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Release Management may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this paragraph. All information regarding the characteristics, features or performance of Beta Versions constitutes Release Management’s Confidential Information. To the maximum extent permitted by applicable law, Release Management disclaims all obligations or liabilities with respect to No-Charge Products, including any Support Services, warranty, and indemnity obligations.

(b) Your license rights under this EULA are worldwide, non-exclusive, non-transferable and non-sublicenseable. You may not sell, transfer or convey the Software to any third party without Release Management’s prior express written consent. Release Management reserves all rights not expressly granted to the Licensee in this EULA.

(c) Standard Use licensees are permitted to make one (1) copy of the Software for data protection, archiving and backup purposes only and for no other purpose.

(d) You may only install the Software and make the Software available for use on hardware systems owned, leased or controlled by you, or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this EULA.

(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.

(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.

(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.

(b) The initial Support Period for a Standard Use Product is twelve (12) months starting at the time the Product is purchased, and may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods commence upon the expiration of the prior Support Period regardless of when the Product is purchased.

(c) Use of Support Services, if any, is governed by Release Management’s policies and programs described in any user manual, in online documentation, and/or other Release Management-provided materials. Any supplemental software code provided to you as a part of Support Services will be considered part of the Products and subject to the terms of this EULA.

(d) All deliveries of Software will be electronic. For the avoidance of doubt, you are responsible for the installation of any Software.

(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 support@releasemanagement.app.

(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.

(b) On termination, you shall have the choice of having all Customer Data transferred to you or the Customer Data being destroyed in accordance with Release Management’s Privacy Policy, unless legislation imposed upon Release Management prevents it from returning or destroying all or part of the Customer Data. If Release Management cannot return or destroy the Customer Data, it warrants that it will guarantee the confidentiality of the Customer Data and will not actively process the Customer Data after termination. See Customer Data Retention, Deletion and Return Policy

Specific Customer Data are defined in Data Processing Addendum (DPA) | EXHIBIT A: Description of the Processing Activities / Transfer .

(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.

(b) All title and copyrights in and to the Products (including but not limited to any images, icons, text files, pdfs or other static non-code assets contained within the Products), the accompanying printed materials, and any copies of the Products, are owned by Release Management or its suppliers. This EULA does not grant you any rights to use such content. If the Products contain documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Products.

(c) Other than as allowed by this EULA, you may not (i) reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-Authorized Users with access to the Products in whole or part, (ii) use the Products for the benefit of any third party, (iii) incorporate any Products into a product or service you provide to a third party, (iv) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (v) remove or obscure any proprietary notices on the Products or any permitted copies of the Products, or (vi) publicly disseminate information regarding the benchmarking performance of the Products.

(d) You may not copy or embed elements of the Source Code into other applications, or publish, transmit or communicate the Source Code to other parties other than yourself or the entity you represent.

(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 Service Desk Portal) 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 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.

(b) Release Management agrees that in the event that Release Management has access to, either in oral or physical form, Licensee’s confidential or proprietary information, including but not limited to Your Data and information concerning Licensee’s business, products, customers, services, policyholders and/or claimants (“Licensee Confidential Information”), Release Management shall (i) use such Licensee Confidential Information solely for the purpose of this EULA; and (ii) take reasonable precautions, no less than it would take to prevent the disclosure of its own similar Release Management Confidential Information, to ensure that it does not disclose Licensee’s Confidential Information to any third party without first obtaining the other party’s prior written consent.

(c) Notwithstanding the above, Release Management may disclose, and may permit its representatives to disclose, any Licensee Confidential Information (i) to the extent it is required to do so by law or any order or request of any government agency; and (ii) to Release Management’s representatives to the extent required for the purposes of implementing the transactions contemplated by this EULA.

(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.

(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.

(b) Licensee will defend or settle, at Licensee’s expense, any action brought against Release Management based upon the claim that any modifications by Licensee to the Software not approved by Release Management or combination by Licensee of the Software with other, third-party, products not approved by Release Management infringes or violates any third party right, and only to the extent that such modification or combination contributes to such claim; provided, however, that: (i) Release Management shall notify Licensee promptly in writing of any such claim; (ii) Release Management shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Release Management shall provide Licensee with information and reasonable assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Release Management attributable to such claim.

(c) Licensee agrees to indemnify and hold Release Management, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Licensee’s use of the Software, or Licensee’s violation of the EULA or any rights of a third party.

(d) Release Management assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney’s fees for, any claim based upon any modifications to any of the Software not approved by Release Management or combination of any of the Software with products not approved by Release Management, and only to the extent that such modification or combination contributes to such claim.

(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.

(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.

(b) Except for the indemnification obligations of Section 18 or breach of Sections 7, 11 or 12, Release Management’s aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by you for the current Support Period, except where not permitted by applicable law, in which case Release Management’s liability shall be limited to the maximum extent allowed by such applicable law.

(c) Except for each party’s indemnification obligations or breach of Sections 7, 11 or 12, 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 Section 16 are not allowed by applicable law, then the liability of Release Management, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of the license fees paid by you for the current Support Period for such defective Product.

(d) These limitations will apply to you even if the remedies fail of their essential purpose.