VIP.LEAN Solutions GmbH End User License Agreement for Atlassian Apps
The subsequent terms are implemented to the legally binding association between VIP.LEAN Solutions GmbH, Edelweißstr. 4b, 83677 Reichersbeuern, Germany (hereinafter: VIP.LEAN and the acquirer of the software (hereinafter: Buyer), for the original license under condition (1) for the VIP.LEAN software, independently of whether the Buyer is a natural or legal person. Our Software offer is specifically destined to legal structures under public law, special legal funds under public law or businesspersons/entrepreneurs.
The terms of this agreement come into effect when the Buyer obtains the initial license key from VIP.LEAN or from another approved third party who is entitled to handover the license key. By downloading, installing or utilizing of the product, the Buyer recognizes the legitimacy of the subsequent statutory arrangements as mandatory.
The product is ensured by the German intellectual property law (§§ 69a ff. UrhG). The copyright relating to the acquired product is linked to this agreement.
Any incompatible, differing, or additional arrangements proposed by the Buyer will not be included in this agreement, except on the condition where VIP.LEAN explicitly consents to their legitimacy and then, these arrangements shall be defined through a written document.
1.1 This agreement protects to right of use of the VIP.LEAN Atlassian applications and its related maintenance benefits that VIP.LEAN delivers to the VIP.LEAN Atlassian applications (hereinafter “software”) and which is bought by the Buyer. A synopsis of the current programme proposed by VIP.LEAN is available through the following link: https://marketplace.atlassian.com/sellers/1219511.
1.2 Other benefits such as installation, coaching guidance, customization of the product or any other such assistance are not included in this agreement. Should VIP.LEAN decide to provide this support, this will be part of a distinct agreement.
2. Right of Use, Multiple Use and Use on Networks
2.1 The Buyer may utilize the product on any equipment accessible to her/him. In the event that the Buyer changes her/his equipment, they shall erase the product from the equipment where it was initially downloaded.
2.2 It is forbidden to share the purchased product with any additional parties other than those initially agreed to in this contract. In the event that the quantity of parties surpasses the initially agreed quantity, the buyer shall commit to acquiring a package that entitles her/him to share the software with the additional parties.
The Buyer consents to pay the variance due, in line with the first quantity of parties to which s/he were entitled to when s/he made the first acquisition, and the additional quantities which are now required.
2.3 Simultaneous set ups, storing, or utilization on more than one equipment unit is strictly forbidden.
3. Allowed Replication and Right of Entry Limitations
3.1 The Buyer may copy the product but this is only limited to required replication, which was agreed to, whilst utilizing the product. Agreed replication is specific to the development and testing of systems within the same IP ranges (network). In this specific case, additional developer keys (developer licenses) can be created, to the extent that the individual booked number of users does not exceed the quantity of users acquired. Required copies comprise the setting up of the product subsequent to downloading to a storage medium, and loading it afterwards into the central memory.
3.2 The Buyer consents to setting up relevant protections to forestall any unapproved outsider entries to the product. The Buyer’s license key shall be safeguarded against any unapproved entries. The Buyer’s staff shall conform to the current terms of this agreement and with the intellectual property law known as Duty of Care.
4. Recompilation and Program Alterations
4.1 The recompilation of the product code into other code set-ups including any other type of reverse engineering on the distinctive creation phases of the product, to incorporate any program change, is endorsed for private utilization only, especially when inaccuracies are to be addressed. Private utilization contained in this agreement restricts the professional or commercial utilization of the product to the Buyer or her/his staff, and is not destined to be used otherwise commercially in any other capacity.
4.2 The elimination of copy protection or any shielding actions shall only be allowed in cases where the shielding process has influenced or forestalled the undisturbed use of the product, especially where use by the acquired number of users is compromised or stalled. The encumbrance of evidence concerning any deficiency or limitation to the undisturbed utilization of the product due to safeguarding precautions is the Buyers’ responsibility.
4.3 Copyright notifications and other structures utilized for software identification shall not be deleted or altered.
5. Resale or Renting
5.1 The Buyer is entitled to sell the product in a permanent manner as well as the other associated material to others, on the condition that the new purchasing individuals consent to the current terms of this agreement.
5.2 As a result of this exchange, the former Buyer relinquishes her/his right to the utilization of this product.
5.3 The former Buyer shall be compelled to handover to VIP.LEAN the name and the full address of the new purchaser in a written document.
5.4 The Buyer may not lease, rent, sublicense or allocate the product, nor any replicates or any other components and resources proposed in this agreement to third parties.
5.5 The Buyer may not handover the product or the license key to other parties if there is a sensible doubt that the other parties will breach the conditions of the agreement, especially with regards to unapproved replicating and manipulative alterations to the product. This likewise applies to the Buyer’s staff.
The rights to promotional resources as wells as software or electronic media, approaches, procedures, research and designs will stay with VIP.LEAN. VIP.LEAN maintains the authority needed to use in any capacity it desires any programming material, skills and abilities, content, processes, methodologies and strategies obtained or utilized while carrying out its obligations under this contract. The rights to all data content developed utilizing this product shall stay with the creator of that content.
7. Support Services for the Primary License Period
7.1 Following the purchase of its primary license, VIP.LEAN provides the Buyer with a software support service agreement, free of charge, that is to say:-
1. VIP.LEAN shall provide the Buyer with new software updates as these are released during the primary 12-month license period. 2. VIP.LEAN shall provide the Buyer with the adequate technical support for diagnosis and error resolution (hereinafter alluded to as “support» or “support Services”) for the product during the agreed support hours mentioned in article 11 (3). This will be provided through the support network as recorded in article 9;
7.2 After the purchasing of the primary license, the Buyer will benefit from software support services directly from VIP.LEAN for a duration of 12 months. During this period, support services will be provided through the support network as specified in article 9.
7.3 At the end of the 12 months, the support services period detailed in paragraph 2, may be prolonged in line with article 8.
8. Software Support Services Renewal
8.1 The Buyer has the possibility to renew the support service agreement initially contracted for more than one VIP.LEAN application that she/he may have acquired, for another 12 months, by buying a support services renewal software. The acquired support services software will be managed in conformity to this agreement, similarly to the first support services period.
8.2 Not considering the date of the software support services renewal, the period of the new support services agreement is for 12 months, and it comes into effect on the first day after the end of the last day of the previous support services contract and will be terminated on the last day of the 12 months renewal.
9. Support Services Links
VIP.LEAN offers exclusively the following support services links:-
10.1 The following support services are solely provided by VIP.LEAN:-
1. Exploration of software issues. This can be performed remotely (diagnosis and repair) with the attendance of the client (similar to a remote desktop sharing session) 2. Study of discrepancies/errors and investigation of the root causes of the issues reported (root cause analysis), 3. Sustainability of interaction issues with other software’s from the Atlassian marketplace/portfolio.
As listed above, these are the complete support services to be provided. Likewise, VIP.LEAN is under no obligation to provide additional support services, and specifically VIP.LEAN is under no constraint to deliver installation, customization, programming, consulting, and training services. Should VIP.LEAN agree to such support services, this will be subject to a separate written agreement and additional cost will incur.
10.2 VIP.LEAN is accountable for addressing acknowledged, reproducible inaccuracies/errors in the software (support services) through skilled and proficient staff in conformity with industrial standards.
VIP.LEAN will not be held accountable for the solving the resolution inaccuracies/errors and provides no assurance in this area. Within the framework of this agreement, an ‘error’ is defined as any disturbance reported by the Buyer that affects the quality and functionality of the software and causes user documentation to digress, and:-
1. Expressly affects the performance of the software, or 2. Leads to data corruption or loss of data, which has been processed or created by the software.
In the case where the disruption cannot be replicated, this will not be regarded as a discrepancy. In this situation, the involved parties will work towards agreeing the way forward.
10.3 Anonymous tracing can assist in enhancing the software. For Jira, we have agreed that we will not transfer any data in order to ensure a high level of data protection security and privacy.
10.4 VIP.LEAN is under no obligation to provide support services to the Buyer without impacting the payment commitments at the agreed acquisition price especially in the following cases:-
1. if the discrepancies are due to unapproved changes or variations to the software; 2. if the setting-up of the current or past software versions and the provided solutions were not implemented, except if the conveyed versions and error solutions are defective; 3. for software versions that were delivered for more than 12 months before the error was declared 4. if discrepancies are caused by an unapproved utilization of the product or incorrect manipulation, except if the software is operated as per user documentation. 5. for software that was provided by the developer and that is-
1. no longer developed or supported (end-of-life status); 2. intended to be utilized for test purposes and is therefore an incomplete Version of the product (beta form); 3. created as a final test version (release candidate); 4. a development version (development release)
6. for any hardware equipment deficiencies 7. when the software is utilized on equipment and operating systems environments other than those predefined in the user documentation; 8. in case disruptions due to ’force majeure’ or similar conditions; 9. alterations made to the product by the Buyer in breach of the agreement; 10. alterations to the product, performed by external operators to VIP.LEAN without prior consent of VIP.LEAN.
Should VIP.LEAN agree to provide such services, these will be confirmed and documented in writing and will be settled separately.
10.5 The Buyer will ensure that appropriate reinforcement measures to make sure that any information that is to be recuperated is saved in a machine-readable format and that it can be recuperated easily.
11. Error Reporting, Compulsory Cooperation, and Support Hours
11.1 The Buyer should report in a timely manner and as soon as possible, any discrepancies/errors that could arise. This must be reported meticulously through the support network as listed in article 9.
11.2 For the implementation of the support services agreement, collaboration must be thorough and prompt. The commitment to collaborate comprises the subsequent items and specifically: –
1. All applicable rules and regulations shall be adhered to. It is strictly forbidden to transfer any data or content to VIP.LEAN servers that could be in breach of any legal articles or encroach on any third-party rights or copyrights or other rights of other parties; 2. When reporting a discrepancy, all related information including documentation and log files relating the issue shall be communicated immediately; 3. Only data free from PC viruses or other destructive codes might be communicated; 4. Software, technologies or procedures will not be used in relation to the use of the agreed software that could endanger its operations, security and availability.
11.3 To be able to get error reports, VIP.LEAN can be reached during the support hours on workdays from 09:00 and 17:00 (CET/CEST). Workdays are Mondays to Fridays, except for all public days off in the state of Bavaria, Germany, including 24th December and 31st December.
11.4 Processing of support requests, considering the response and resolution times stated in articles 13, 14, will be undertaken during the support hours detailed in section 3.
12. Error Classification Levels
12.1 For the treatment of error reports, the support requested will be treated as per the reaction and solution times indicated in articles 13, 14. The reaction and solution times are defined by the classification level; the subsequent error grouping levels shall be applicable: -1. Priority 1: Critical error. The utilization of the product is not possible or is limited. A critical restriction exists where the product does not work anymore, and no practical workaround can be accomplished.
2. Priority 2: Other aggravations. Some other issues with the product.
12.2 VIP.LEAN will endeavor to deal with all support requests in a convenient way. Priority 1 errors are given precedence over priority 2 errors, this whatever may be the time at which they were listed in the support services network.
13. Reaction Time
13.1 Reaction times is the period between the reporting of an error and the initial activation carried out by VIP.LEAN. The period begins with the receipt of the required support demand, as per support hours determined in article 11 (3), and is only available during the corresponding support hours. Should a request be received outside the agreed support hours, the reaction time will be counted as part of the beginning of the following support period.
13.2 VIP.LEAN will make every effort to provide reaction times, in line with the error classification level as follows: –
1. Priority 1: 6 hours 2. Priority 2: 24 hours
13.3 The reaction times are VIP.LEAN’s stated ambition. Specifically, about article 12 (2), VIP.LEAN will not commit to adhere to stated reaction times. Non-conformity to these times, will not allow the Buyer to decrease the cost, request repayment, end or seek out any other type of reparation.
13.4 For other international clients: Even though our support services hours are European times, we do provide assistance at very quick response rate.
Should you have any queries on this item, please feel free to reach out for further details.
14. Mean Time to Resolution
14.1 The mean time to resolution is the maximum time prior to solving the error or when a workaround is set up, as works begins on a support request.
14.2 VIP.LEAN will endeavor to meet the subsequent solving times in relation to the classification levels: –
1. Priority 1: 24 hours 2. Priority 2: 72 hours
14.3 Clause 13 (3) will apply as appropriate.
15. Legal disclaimer
VIP.LEAN will be held accountable for reparation resulting from this agreement, for whatever actual or legal reasons but only in conformity with the following regulations: –
1. a situation where willful intent, gross negligence claims under the German Product Liability Act, or on account of a loss of life or individual injury, VIP.LEAN will be liable without restriction in conformity with statutory previsions.
2. To the extent where VIP.LEAN culpably oversteps a significant commitment, the responsibility liability per calendar year shall be restricted to the probable damage at the time of conclusion of the contract, up to a total amount for all damages per calendar year, which corresponds to 100% of the acquisition price paid by the Buyer in this calendar year, as far as the Buyer can demonstrate the damage. Such an essential obligation will always exist, where the obligation is fundamental for the due and proper application of the contract, and on which the Buyer trusted and could reasonably rely. This legal disclaimer also applies to data loss and data corruption.
3. Liability is not permitted in situations of careless breach of non-essential contractual obligations
4. VIP.LEAN will compensate and hold the Buyer harmless from any claim, suit case or proceedings brought against it, based on a situation where VIP.LEAN has encroached or is encroaching on a Third party brand, copyright, patent or other intellectual property right, in or with respect to VIP.LEAN’s software. The greatest harm that VIP.LEAN could be accountable for is restricted, as described in paragraph 2.
VIP.LEAN will have the right to end the commitment to deliver support services (articles 7 et. seq.) without any notification specifically, if:-
1. access data related to the utilization of the product was made available to Third Parties without initial consent of VIP.LEAN;
2. the Buyer does not comply with this agreement, and in spite of a suitable grace period with a dismissal notice, they continue to infringe or do not prove that relevant measures have been implemented to reasonably forestall any future recurrence of the breach of the agreement.
17. Written Agreement
All arrangements are comprised within this agreement.
The applicable legal framework, governing enforcement jurisdiction and venue for all issues related or resulting from this agreement will be Munich (Germany) under the laws of Germany.
19. Severability Clause
Should an article of this agreement be or become unenforceable, all remaining articles will continue to prevail. A specific article, which become unenforceable, will be superseded by an article, which will be in conformity to all party expectations, and where the parties could sensibly ascribe it to the agreement, this at the time of subscribing to the said agreement.