End-User Licence Agreement
Effective Starting 15-01-2023
AssertThat Limited is a software development company that provides a portfolio of software applications that support User Story Collaboration, Test Automation and Test Management tools in Jira.
This End User Licence Agreement (“EULA”) governs the purchase and your use of this AssertThat App (the "App") available through Atlassian Marketplace and authorised Resellers (as defined below). The subscription to the App is usually made through the Atlassian Marketplace. The App is made available by AssertThat Limited, a company registered in England under company number 12288162, with its registered office at 2 Hilliards Court, Chester Business Park, Chester, Cheshire, United Kingdom, CH4 9PX (the “Licensor”).
In this EULA, when we refer to “we“, “us” or “our“, we mean the Licensor; and when we refer to “you” or “your” we mean you, the person subscribing to access and use the App, or if a Subscription to the App has been taken out for a company or other organisation, the organisation on whose behalf you are acting. If you are acting on behalf of your employer or another business, you represent and warrant that: (a) you have full legal authority to bind your employer or that business; and (b) you agree to this EULA on behalf of the business that you represent. Each of the Licensor and you being a party (“Party”) and together the Licensor and you are the “Parties”.
By accessing, browsing, or using this App, you acknowledge that you have read, understood, and agree to be bound by this EULA and to comply with all applicable laws and regulations, including our Privacy Policy. If you do not agree to the terms of this EULA, please do not install, copy, download or otherwise use this App.
1. Definitions and interpretation
1.1. The following definitions apply to this EULA:
“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its obligations or enjoyment of its rights under this EULA;
“Atlassian” means Atlassian Pty Ltd, Level 6, 342 George Street, Sydney NSW 2000, Australia, and any of its subsidiary or associated companies;
“Atlassian Marketplace” is an online marketplace accessed via the following link, https://marketplace.atlassian.com, selling Apps for various Atlassian applications;
“App” means a plugin or add-on to an Atlassian application made available on the Atlassian Marketplace or elsewhere through authorised Resellers. The App is the App governed by this EULA. The App may be a Cloud App or an On-Premise App;
“Authorised User” refers to the users that access and use the Services under the Subscription;
“Cloud” refers to the hosting by Atlassian of their applications and their making them accessible via the internet as software as a service;
“Cloud App” refers to an app which is an add-on to an Atlassian Cloud application and hosted by us;
“Fees” means the price for a Subscription as set out during the Order process;
“Free Trial” has the meaning given in clause 7.7;
“Intellectual Property Rights“ means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
“Initial Term” has the meaning given to it in clause 7.1;
“New Service Provider ” has the meaning in clause 15.3;
“On-premise” refers to a method of hosting software by which the licensee of the software controls the infrastructure on which the software runs, including server or data centre;
“On-premise App” refers to a App which is downloaded and installed in an On-premise Atlassian application;
“Order” means an order for the Services placed by you with us in accordance with this EULA (and “Ordered” shall be construed accordingly);
“Renewal Period” has the meaning given to it in clause 11.1;
“Reseller” means a third-party seller and distributor of the Services under authorisation from the Licensor
“Services” means the provision by us of the App, features, tools, techniques, and any other services offered as part of your Subscription;
“Subscription” means your subscription (or licence) for the Services which is governed by this EULA and which is formed in accordance with clause 2 (and “Subscribe” shall be construed accordingly);
“System Requirements” means the system requirements of the Atlassian application for which the App has been designed;
“User Generated Content” means any content that you supply or upload when using the App, such as pictures, text, videos and sound recordings, which can be publicly seen within the functionality of the App, where the App permits such content to be publicly visible; and
“Your Data” means any data, including User Generated Content, you upload to our infrastructure if the App is a Cloud App.
1.2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.3. References to “clauses” are to the clauses of this EULA.
1.4. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Orders and forming your subscription
2.1. The terms of this EULA apply whether you Order the App directly from the Atlassian Marketplace or through a Reseller.
2.2. To submit an Order via the Atlassian Marketplace you follow the procedure set out on the Atlassian Marketplace (or, if through a Reseller, the procedure instructed by the Reseller).
2.3. You are responsible for ensuring that your Order is complete and accurate whether through Atlassian Marketplace or through a Reseller. If you purchase through a Reseller, your scope of use shall be as stated in the Order placed by the Reseller for you. Resellers are not authorised to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this EULA.
2.4. Your Order for the Services is an offer by you to enter into a Subscription with us. The terms of this EULA will become legally binding on you and us when you install the App. Each Order shall incorporate the EULA and shall be a new and separate contract between you and us.
2.5. The Order will specify your authorised scope of use for the Services in your Subscription, which may include: (a) number and type of Authorised Users, (b) the type of hosting, Cloud or On-premise, (c) any applicable support and maintenance renewal (as defined in clause 6), or purchases you make to increase or upgrade your Subscription, or (d) other restrictions as applicable.
3. Providing the App
3.1. Following conclusion of your Order in accordance with clause 2, we shall make the Services available to you.
3.2. The App provided as part of the Services, and the duration of your Subscription, is as set out in the Order process.
3.3. In order to use the App the device you use must meet the System Requirements and to download the App you will need Internet access.
3.4. You are responsible for making all arrangements necessary for you to have access to the App. You are also responsible for ensuring that all Authorised Users are aware of this EULA and that they comply with it.
3.5. If the App is an On-premise App, the Services shall consist primarily of a licence to use the App.
3.6. In the case of an App designed for Atlassian applications hosted by Atlassian in the Cloud, we shall endeavour to provide constant, uninterrupted access to the App for exploitation of the Services. However, please note that:
3.6.1. we may change parts of the App without notice, as part of our release process, provided that it does not affect the overall provision of the Services to you;
3.6.2. the Services may not be uninterrupted, timely, secure or error-free; and
3.6.3. from time to time we may need to close access to the App and suspend the Services to carry out upgrades and/or maintenance.
4. Your data
4.1. This Clause 4 applies if the App is a Cloud App.
4.2. You will retain ownership of all intellectual property rights pertaining to Your Data.
4.3. You grant us a non-exclusive right to copy, store and process Your Data in any way necessary to provide the Services to you, but not for any other purpose.
4.4. Where the App’s functionality permits the sharing of Your Data with other users, to so share Your Data. It is your responsibility to ensure you use the functionality of the App in such a way that that only the elements of Your Data you wish to share are shared, or not to upload any data which you do not wish to be shared.
4.5. We make every effort to protect Your Data from unauthorised access and malicious attacks. You understand however that use of a Cloud App necessarily requires transmission of Your Data over networks that are not owned or controlled by us. We are not responsible for interception, alteration of loss of Your Data while in transit across those networks. We cannot guarantee that our security measures will never be breached or that transmission of Your Data will always be secure.
4.6. There may be storage limits associated with the App. The limits will be set out in the App’s documentation.
4.7. You must ensure that Your Data is compliant with all applicable laws, and that you have the right to transfer Your Data to us and grant the rights referred to in clauses 4.3 and 4.4.
4.8. You must ensure that it is legal to upload Your Data into a system such as the App, and that doing so does not contravene any applicable laws governing sensitive data.
4.9. You will indemnify and hold us harmless from any losses for which we become liable arising from any claim relating to Your Data and its use in the App.
4.10. If your Subscription is terminated under Clause 7.4, we may remove Your Data from the App.
4.11. We may remove from the App or delete Your Data after a reasonable time has passed after the end of your Subscription.
5. Support and maintenance
5.1. We will provide support and maintenance for the App as specified in the App documentation. Support includes patches and feature upgrades for the App and the ability for you to raise support requests, i.e. tickets, in our support portal.
5.2. Support will be provided for as long as the applicable Fees are paid. Any such support services will be the subject of a separate agreement available here: https://www.assertthat.com/service-level-agreement
6. Your obligations
6.1. You are responsible for ensuring that you have and maintain all the hardware and software necessary to access, receive and view the Services.
6.2. If your Subscription permits you to grant members of your organisation access to and use of the App, you shall ensure that:
6.2.1. only Authorised Users can access the App, and each of them is aware of this EULA and that they comply with it.
6.2.2. each Authorised User accesses the App with their own credentials, and that access credentials are not shared between Authorised Users.
6.3. You must ensure that the total number of Authorised Users does not exceed the number permitted in your Subscription.
6.4. You agree that you shall not:
6.4.1. use the Services to develop or provide an app which, directly or indirectly, competes with the App being offered by us;
6.4.2. use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights;
6.4.3. use the Services in any way that is contrary to Applicable Law;
6.4.4. archive, reproduce, distribute, modify, display, perform, publish, licence, create derivative works from, offer for sale, or use (except as explicitly authorised in this EULA) content and information contained on or obtained from or through the Services;
6.4.5. abuse the App or use it for any unlawful or unauthorised purpose (which includes transmitting any computer viruses or other malware through the App, or using the App in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else);
6.4.6. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App;
6.4.7. collect or harvest any information or data from the App or our systems or attempt to decipher any transmission to or from the servers running the App;
6.4.8. copy, or otherwise reproduce or re-sell any part of the App unless expressly permitted to do so in this EULA;
6.4.9. except as permitted by Applicable Law, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing;
6.4.10. rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the App;
6.4.11. make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs; and
6.4.12. other than permitted in accordance with your Subscription, provide or otherwise make available the App in whole or in part (including object and source code) in any form to any person without prior written consent from us.
6.5. You acknowledge that you have no right to have access to the App in source-code form.
6.6. You agree that you shall co-operate with us in all matters relating to the Services and shall comply with all technology control or export laws and regulations that apply to the technology used or supported by the App.
User Generated Content
6.7. If it is the case that you supply/upload any User Generated Content – you must comply with the following rules:
6.7.1. it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
6.7.2. it must not harass or bully another person;
6.7.3. it must be true and honest so far as you know;
6.7.4. it must not be defamatory of anyone;
6.7.5. it must not be unlawful;
6.7.6. it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own);
6.7.7. it must not contain someone else’s personal details or confidential information relating to other people; and
6.7.8. it must not promote or condone terrorism, violence or illegal behaviour.
6.8. We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
Viruses
6.9. We will make commercially reasonable efforts to promptly address any virus that is discovered in the app, but we do not guarantee that the App will be totally secure or free from bugs or viruses due to the constantly evolving nature of computer threats. You are responsible for configuring your information technology, computer programmes and platform in order to access the App and we recommend that you use your own virus protection software.
6.10. You must not misuse the App by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the App, the server on which the App is stored or any server, computer or database connected to the App. You must not attack the App via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit criminal offences. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the App will cease immediately.
7. Term and Termination, Trial Periods, Free App
7.1. Subject to the terms of this EULA and unless terminated earlier in accordance with this EULA, the term granted shall be:
7.1.1. for a Subscription, the period of time (“Initial Term”) specified in the Order; or
7.1.2. for a Free Trial, the period agreed in accordance with clause 7.7.
7.2. You may cancel your Subscription by logging into the Atlassian application in which it is installed and uninstalling it. Your Subscription will be cancelled from the end of the Term during which you cancelled your Subscription.
7.3. You will continue to have access to the Services for the period between you notifying us that you wish to cancel your Subscription and the cancellation taking effect under clause 7.2 above, provided that you have paid the Fees for that period.
Suspension and termination by us
7.4. We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if:
7.4.1. Atlassian notifies us:
7.4.1.1. that your use of Atlassian products or services is not in accordance with Atlassian’s terms ; or
7.4.1.2. you are otherwise in breach of the applicable Atlassian terms.
7.4.2. you fail to pay any amount due under this EULA on the due date for payment;
7.4.3. you breach any material term of this EULA and fail to remedy such breach (if remediable) within fifteen days of notice by us to you, and we shall suspend access to the Services until the earlier of: (a) such breach being remedied to our reasonable satisfaction; and (b) termination of this EULA by us; or
7.4.4. we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing criminal activity in the use of the Services.
7.5. We may also suspend or terminate your Subscription at any time with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Fees paid by you that are for the portion of your Subscription: (i) if suspended, during such suspension period; and (ii) if terminated, remaining after termination of your Subscription occurs.
7.6. We may cancel your Subscription at any time by giving you at least thirty days’ notice in writing. If we exercise this right, we shall refund you, on a pro rata basis, the Fees paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
Trial Periods
7.7. From time to time, we may offer free trials of Subscriptions for a specified period of time (a “Free Trial”). We may determine your eligibility for a Free Trial, and withdraw or modify a Free Trial at any time.
7.8. Where we offer Free Trials, we will require you to provide your payment details at the start of the Free Trial. By providing such details you agree that we may automatically begin charging you for the Subscription on the day after the end of the Free Trial. If you do not want to be charged for your Subscription following the end of the Free Trial, you must cancel your Subscription before the end of the Free Trial by uninstalling the App.
Free App
7.9. Free app products may be granted to you at no cost on a time-limited, world-wide, non-exclusive, non-transferable, non-sublicensable limited licence (“Free App”). Your use of the Free App shall be subject to any other terms and conditions as we deem necessary and shall be for a stipulated period of time.
7.10. You acknowledge that we may cancel the Free App at any time and for whatever reason, in our sole discretion. You may, however; upgrade to a similar product offered as a Subscription-based App, if available, and all your applicable data will be transferred by us automatically.
8. Consequences of termination
8.1. On expiry or termination of your Subscription for any reason:
8.1.1. save where it is contrary to this EULA, you shall immediately pay to us all outstanding unpaid Fees;
8.1.2. your access to the Services will be revoked; and
8.1.3. the licence granted in clause 12.1 will cease.
8.2. We shall pay any refund due from us to you on termination of your Subscription no later than 30 days from the date of termination.
8.3. Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
9. Fees and Payment
9.1. The Fees for your Subscription are as set out during the Order process.
9.2. If the price or charge we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price or charge even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Subscription.
9.3. We have the right to make changes to the Fees from time to time, in accordance with Atlassian Marketplace terms, although we shall not make any change to the Fees applicable to you during the current Initial Term. If you do not agree to pay the increased Fees, you may terminate your Subscription.
10. Taxes
The Fees payable under this EULA are exclusive of tax. If any taxes are payable in respect of the Services in the jurisdiction where the payment is made or received, they must by paid by you in addition such that the net sum received by us is that specified in the Atlassian Marketplace for the Services.
11. Our right to vary these terms
11.1. We may need to amend or add to this EULA as they apply to your Subscription from time to time, provided that:
11.1.1. unless such amendment or addition is due to a change in law or for security reasons, such amendment or addition shall only take effect on the commencement of the next following renewal of your Subscription (“Renewal Period”) and we shall provide you with at least fifteen days’ advance notice of such amendment or addition by sending an email to the billing or technical contact you designate in your Order; and
11.1.2. if you are dissatisfied with such amendments or additions, you may cancel your Subscription from the end of the current Initial Term or Renewal Period by uninstalling the App.
12. Intellectual property rights
12.1. We grant to you a non-transferable, non-exclusive, revocable licence to use the App in accordance with your Subscription, provided that you comply with this EULA and the documents referred to in them. You may download, install and use the App in accordance with your Subscription. We reserve all other rights. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in this EULA.
12.2. You may only use the App for your internal business purposes, or external business purposes which do not involve charging for the use of the App.
12.3. We, or our content providers, are the owners or licence holders of the Intellectual Property Rights in the Services. You acknowledge and agree that nothing in this EULA or in an Order shall be construed so as to transfer any Intellectual Property Rights in the Services to you.
12.4. No part of the App, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
12.5. The App may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website. We have no responsibility for any aspect of third party websites.
13. Limitation of Liability
13.1. Nothing in this EULA excludes or limits either Party’s liability for:
13.1.1. death or personal injury caused by its own negligence;
13.1.2. fraud or fraudulent misrepresentation; or
13.1.3. any other liability which may not be limited or excluded under Applicable Law.
13.2. We are not liable for any loss or damage suffered by you as a result of your negligence whilst using the Services.
13.3. You acknowledge that the Cloud App is hosted by third parties, and that the availability of the Cloud App is subject to the third party’s service level agreements.
13.4. Subject to clause 13.1:
13.4.1. in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and
13.4.2. our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with this EULA, whether in contract, tort (including negligence) or otherwise shall not exceed the amount of the Fees paid by you for the Initial Term or Renewal Period during which the liability arose
13.5. You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of this EULA.
13.6. This clause 13 shall survive termination or expiry of this EULA.
14. Third Party Rights
The terms of this EULA are made between you and us. No other person shall have any rights to enforce any of its terms except for Atlassian, where its terms for the use of the Atlassian Marketplace are similar or overlapping to this EULA, or any person to whom the benefit of this EULA is assigned or transferred in accordance with clause 15.
15. Transfer
15.1. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
15.2. We may transfer our rights and obligations under this EULA in whole or in part at any time to any third party (a “New Service Provider”), save that we will comply with clause 15.3 below.
15.3. In the event that we transfer our rights and obligations to a New Service Provider:
15.3.1. we shall give you advance written notice of such transfer;
15.3.2. this EULA shall remain in full force and effect as if you had entered into the Subscription with the New Service Provider as opposed to us; and
15.3.3. all your rights arising from this EULA shall be enforceable against the New Service Provider.
16. Other Important Information
16.1. Each of the clauses of this EULA operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
16.2. If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17. Governing Law and Jurisdiction
17.1. The terms of this EULA are governed by the laws of England and Wales. This means that your access to and use of the App, your Subscription, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
17.2. You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this EULA or their subject matter or formation.
18. Contacting us
Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by using the following details:
Address: AssertThat Limited, 2 Hilliards Court, Chester Business Park, Chester, Cheshire, United Kingdom, CH4 9PX
Email address: support@assertthat.com
19. Marketing
19.1. You grant us the right to identify you as a customer of the Licensor in marketing and promotional materials (either by name and/or logo). You can deny this right at any time by submitting a written request to support@assertthat.com or through a contract agreed between us. Requests may take up to thirty calendar days to process.
19.2. You agree to allow us to send you notifications with information about services, features, surveys, newsletters, offers, promotions; providing other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages which may provide best practice, news, benefits and case study information. This may include manual and automated correspondence. Any automated correspondence will contain an ‘Unsubscribe’ link to allow the recipient to cancel such engagement and correspondence can also be opted-out by sending an email to support@assertthat.com. Requests may take up to thirty calendar days to process.
20. Improving our products
We strive to make our products the best they can be. In order to provide the best service, we reserve the right to measure, analyse and aggregate how customers and users interact and use our products, tracking the type of features being used to determine usage patterns. To this end, we collect and use analytics data regarding the use of our products as specified in our Privacy Policy, which you will find here https://www.assertthat.com/privacy-policy.