The XALT app end user licence agreement

XALT Business Consulting GmbH (role: "provider") is willing to license the application you wish to purchase or evaluate on the Atlassian Marketplace from Atlassian (role: "reseller") if you accept the terms of this agreement.

Please read this end user licence agreement carefully before you download or use the application. By downloading or using the application you agree to be bound by the terms of this agreement.

If you do not agree with the terms of this agreement, you may not download or use the application.

If you accept this agreement on behalf of your employer or another company or organisation, you represent that you have full authority to act as a legal entity and to accept this agreement.

This agreement constitutes the "end user licence agreement" for the purposes of section 3(a) of the Atlassian Marketplace terms of use.

Applications from XALT are licensed as a "Marketplace Product" under the provisions of the "Standard EULA" from the "Atlassian Marketplace terms of use". XALT is the "publisher" of the "Marketplace product". This document applies to all applications provided by XALT through the Atlassian Marketplace.

1. Ownership

XALT owns all rights, title and interest in the application, including all worldwide intellectual property rights and the trademarks, service marks and logos it contains. The application is licensed to you directly by XALT, not sold, for use in strict accordance with the terms of this agreement.

2. Grant of licence

XALT grants you a revocable, non-exclusive, non-transferable, limited licence to download, install and use the application exclusively for your personal, non-commercial purposes, in strict accordance with the terms of this agreement.

Subject to the terms and conditions of this agreement, and provided you have paid the corresponding fee (except for free apps), XALT permits you to (I) download and install one production instance of the application on your systems, (II) access it (for cloud apps) and (III) use the application on your systems as a single instance of your host application during the term of the agreement or the applicable subscription term.

The application is protected both by copyright law and international copyright treaties and by other intellectual property laws and treaties.
XALT grants you the limited, worldwide, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable licence to install and use the application for the number of licensed users.
You are entitled to copy the application for backup, archiving and testing purposes.
Without XALT’s prior express written consent you may not sell, transfer, modify, reverse engineer, decompile or disassemble the application in whole or in part, create works derived from the application or grant sublicences to any rights in the application.

3. Payment and pricing

The prices and terms are listed in the "Pricing" section on the application details page and are subject to change.

XALT delivers the corresponding licence keys (in the case of server applications) or sign-in instructions (in the case of cloud applications) to the email address you provide. All deliveries are made electronically. You are responsible for installing the application and for its compatibility with your systems, other hardware, software and services. All payments, deliveries, renewals, subscriptions and refunds are handled by XALT and managed through XALT. You will find more information on pricing, delivery, invoicing, subscriptions, renewals and payment terms in the "Pricing" section on the application details page and in the Atlassian Marketplace terms and conditions.

4. Termination

This agreement begins with your first installation, download or subscription of an application, regardless of whether the application is provided for evaluation, as a full version or in another form.

This agreement applies for the period stated in the "Pricing" section on the application details page.

You can end this agreement at any time by destroying all your copies of the software.
The licence ends automatically if you do not comply with the terms of this agreement.
On termination you are obliged to remove the application from your computer and to destroy all copies of the software and the documentation and all their components.
There is no refund or adjustment of amounts you have paid to XALT.
Provisions of the agreement that by their nature extend beyond the date of termination of the agreement remain in place and stay in force until all obligations are fully met.

Without limiting other remedies, XALT may suspend or terminate this agreement with you, or terminate or suspend your use of the application, at any time and without liability to you, if:

you breach any term of this agreement.
you infringe property rights, privacy rights or intellectual property rights.
you are involved in other acts connected with the use of the application that are unlawful or may cause liability, harm, misuse or disruption for you, other users, XALT or other third parties.
we have not received the corresponding payment for the application.

5. Third-party APIs and services

XALT applications may be connected to, interact or work together with and/or use third-party APIs / services. XALT cannot be held liable for errors or limitations of these APIs or services. Atlassian or another API provider may remove the API endpoints required for the application to work properly. XALT cannot be held liable for outages, limitations or consequences of these APIs or services.

You acknowledge that:

the use of third-party services and information is subject to the applicable licence agreements or terms of service, if any, with the third party concerned. You must comply with the terms of those agreements.
XALT does not investigate or review such third-party services and does not recommend, support, approve or disapprove of any of these services.

6. Maintenance (updates and support)

Maintenance (version updates and support) is included in the purchase price of server apps.

XALT does not undertake to provide maintenance for free applications. XALT may offer maintenance for free applications at its own discretion and on its own terms.

XALT offers support services for applications in accordance with its SLA. Support for the applications consists of online documentation and support by email or phone. Support is available in English and German.

XALT provides updates or upgrades for the applications if and as soon as they are available.

7. Data collection and privacy statement

You agree that the information you transmit to XALT, including but not limited to electronic means, online forums or collaboration tools, as well as the usage data of the software, may be used by XALT to make it easier to provide support or to improve the application. All information and data XALT collects from you or your device is subject to the XALT privacy policy.

By entering into this agreement you agree that the privacy policy, as it exists at any relevant time, applies to you.

8. Limitation of liability

Neither party is liable for losses attributable to a cause over which it has no direct control, including but not limited to the failure of electronic or mechanical equipment or other connection problems, unauthorised access or errors.

In no case does the total liability under any claims arising from this agreement exceed the licence fees paid under this agreement.

To the fullest extent permitted by applicable law, we disclaim all obligations or liability in respect of free applications, including all maintenance, warranty and indemnity obligations.

9. Indemnification

You agree to indemnify and hold harmless XALT and its subsidiaries, affiliates, officers, agents and employees from any third-party claims and all related damages, losses or costs arising from your use of the application, your breach of these terms of use or of the agreement, or your infringement of third-party rights.

XALT undertakes to indemnify, defend and hold harmless you, your affiliates, officers, directors, employees, agents and representatives from and against all claims, including but not limited to any liability or costs arising from all claims, losses, damages (actual and consequential) arising from threatened or actual claims of infringement, breach or misappropriation of intellectual property or property rights.

10. Changes

XALT reserves the right, at any time and at its own discretion:

to change or revise this agreement.
to update or change the documentation.
to change, update or discontinue the application or any feature or functionality at any time.
to terminate or limit access to the application.

If a revision of the agreement limits your rights in a meaningful way, we will make reasonable efforts to notify you, for example:

by sending an email to the contact person you have named;
by publishing the amended agreement on the XALT website;
or in the application itself.

It may be necessary for you to click through the updated agreement to indicate your acceptance.
If you do not agree with the updated agreement after it has come into force, you must stop using the application immediately.
Your continued use of the application after a change or update is deemed to be your acceptance of the amended agreement.

If you have questions about this agreement, please contact us via info@xalt.de.

Last updated: 18 Nov 2020