ASK Software End User License Agreement

ASK Software End User License Agreement

Parties:

  1. The private limited liability company ASK Software, having its registered office and principal place of business in Rijswijk (2282AC) at Haagwijk 78, filed with the trade register under number 72847662, hereafter referred to as: "Licensor",
  2. : you, whose Personal Data are disclosed to the Licensor after the purchase of an application, hereafter referred to as: "Licensee",

Whereas:

  1. The Licensee wishes to receive a user right to Licensor's software offered on atlassian.com;
  2. The Licensor is willing to provide these user rights on conditions to be set out in more detail;
  3. The Licensee agrees to this agreement by clicking the "purchase" button.

Have agreed as follows:

Article 1 Granting a User Right


  1. The Licensor grants the Licensee a non-exclusive and non-transferable user right to the software offered by the Licensor on atlassian.com which the Licensee has purchased, hereafter referred to as "the Software”.
  2. The Licensor is at all times entitled to take technical measures to protect the Software against unauthorized use and/or against use in any other way or for any other purposes than agreed between the parties.
  3. The Licensee owes the Licensor a fee of […], which is included in the purchase price of the Software at atlassian.com. Atlassian.com acts as an intermediary for these purposes and ensures that the Licensor receives the fee.


Artikel 2 Copying, change


  1. The Licensee may not disclose the Software or copy and/or reproduce or change the Software in any other way, except to the extent necessary for the use explicitly agreed under this agreement or to the extent that the Licensor has granted its written consent.
  2. The Licensee is not permitted to change or remove the markings of authorship or the confidential nature of the Software or any other reference to the Licensor.
  3. Unless otherwise agreed in writing, the Licensee may only use the Software in and for its own company or organization and only for the intended purpose. Unless otherwise agreed in writing, the Licensee may not use the Software for the processing of data on behalf of third parties, such as time-sharing, application service provision, software as a service and outsourcing.


Article 3 Modifications, restrictions


  1. Unless otherwise agreed in writing and without prejudice to exceptions set out in the law, the Licensee is not entitled to modify the modify the Software in whole or in part without the prior written consent of the Licensor, who will at all times be entitled to refuse consent or attach conditions to its consent, including conditions relating to the method and quality of implementation of the modifications wanted by the Licensee.
  2. The Licensee bears the risk of all modifications made by the Licensee or by third parties on the instructions of the Licensee, either with or without the Licensor's consent.


Article 4 Confidentiality and transfer


  1. The Licensee undertakes to keep the Software and its underlying code or codes confidential, to refrain from making it available for inspection to or disclose it in any other way to third parties, including employees of the Licensee who do not necessarily have to work with the Software, unless the Parties agree otherwise in writing.
  2. The Licensee will not give or transfer the Software or any other data carrier on which it is stored (be it part of the equipment or otherwise) or the user rights to the Software to any third party or grant (limited) rights thereto unless agreed in writing between the Parties.
  3. The Licensee is not permitted to transfer the rights obtained under this agreement in any way to any third party, barring the Licensor's prior written consent. If and in so far as the Licensor may grant permission for this consent, the Licensor may attach conditions to it. 


Article 5 Intellectual Property rights


  1. The Licensor guarantees the Licensee that the Software and the use thereof granted to the Licensee do not infringe any intellectual property rights and/or similar third-party rights and that it is fully authorized to grant the rights referred to in this agreement. The Licensor indemnifies the Licensee from all damage resulting for the Licensee from alleged infringement of such third-party rights, on condition that the Licensee immediately reports an alleged infringement to the Licensor and, if and in so far as desired by the Licensor, leaves the defence against such a claim to the Licensor and provides all required assistance and information.
  2. In the event of an infringement or alleged infringement as referred to in the previous sentence, the Licensor will be entitled to replace or modify the Software so that the infringement is eliminated and the functional requirements of the Software are affected as little as possible. If an infringement as referred to in the previous paragraph has been ascertained by judicial or legal decision which has become final and conclusive and/or is enforceable in the country where the Licensee has its registered office, and it is ascertained that replacement or modification is not possible without materially affecting the functional properties of possibilities of use of the Software, each of the Parties will be entitled to dissolve this agreement.
  3. The Licensee is permitted to use the Licensor's company name and logo for promotional purposes in the broadest sense of the word. The Licensee may at all times withdraw this right by sending an email to [email protected], with the request to be excluded from future promotional materials.


Article 6 Duration and termination


  1. This Agreement has been entered into for a period of 1 year, starting on the date of purchase of the Software.
  2. During this year, the Licensee is entitled to all support relating to the software. If the Licensee does not renew the license at the end of the year, all rights to support and Software updates will expire.


Article 7 Guarantees and liabilities


  1. Although the Software has been compiled with utmost care, the Licensor does not guarantee that the Software will function flawlessly under all conditions and/or is without omissions. Moreover, the Licensor does not guarantee that the Software is suitable for the purpose for which the Licensee acquires the rights to the Software as referred to in this agreement.
  2. If and in so far as the Licensee fails imputably in compliance with its obligations, the Licensee will be liable toward the Licensor for compensation for all damage incurred or to be incurred by the Licensor.
  3. If and in so far as the restriction as referred to above is declared impossible by a competent Court in accordance with Article 9.2, the maximum damages for which the Licensee may be held liable will not exceed the value of the license fees (exclusive of VAT and other government-imposed fees) actually paid by the Licensee, and received by the Licensor, for acquisition of the user right to the Software.


Article 8 Amendments


  1. The Licensor may amend this Agreement from time to time. Licensor will inform the Licensee if an amendment drastically restricts the Licensee's rights.
  2. If this Agreement is amended within the term of the license, the amendment will apply from the next renewal of the license.


Article 9 Applicable law and choice of forum


  1. This Agreement is governed by the law of the Netherlands.
  2. Any disputes arising between the Parties as a result of this Agreement or agreements and instruments resulting therefrom will, in the first instance, be settled by means of judicial procedures before the competent court of The Hague.




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