1. General

Product can be used only on devices that also have an Atlassian Product installed (or through which an Atlassian Product is otherwise accessed) and meet certain other technical requirements described in the Marketplace Guidelines of Atlassian (https://developer.atlassian.com/display/MARKET), as amended from time to time by Atlassian. Product is deeply integrated with Atlassian’s JIRA software and users cannot exceed or conflict with those which are described in the Atlassian EULA. The terms of this Agreement shall be limited, mutatis mutandis, to ensure harmony with the Atlassian’s EULA or terms and conditions.

2. Products

2.1 “Product” – JIRA plugin named “Show me more”, a Data Center App, which means downloadable App that you obtain from Uniteam or its authorized reseller hosted on your server. To keep the Data Center App updated you have to download the newest version. There will be no automatic update as the Data Center App is not connected to any cloud structure.

3. Evaluation licence

3.1 Uniteam offers free evaluation of our Product so you can preview the Product before you purchase the commercial version (“Evaluation Products“). If the Product is only provided for evaluation purposes, your rights are limited to an evaluation license which permits you to use, download, install, and/or operate the Evaluation Product for 30 days, unless otherwise agreed by Uniteam (“Evaluation Period“), and it may only be accessible by a limited number of temporary users, in each case as determined by Uniteam. On the expiry of the Evaluation Period, the Evaluation Product will cease to function and you are obliged to remove and delete all copies of such Product in your possession or control. If you do not do so, Uniteam is allowed to lock your access.

4. Authorised users

4.1. Only authorized users may access and use Product. Product may allow you to designate different types of authorized users, in which case functionality may vary according to the type of authorized user. You are responsible for compliance with this Agreement by all authorized users. All use of Product by you and your authorized users must be within the scope of use, according to documentation and solely for the benefit of you or your affiliates.

4.2. Product requires access credentials (authorized users’ IDs and passwords) you must ensure that all authorized users keep their access credentials for Product strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. It is strictly forbidden to convey, transfer or otherwise disseminate access credentials or their parts to any other person, entity or organization. You accept responsibility for the confidentiality and use of access credentials that you may receive for your authorized users’ access to and use of Product. You accept responsibility for all time used and all activity that occurs through or under your access credentials. You agree to notify Uniteam immediately if you become aware of any loss, theft or unauthorized use of access credentials.

5. Uniteam’s rights

5.1. Uniteam reserves the right, at any time and at its sole discretion:

• 5.1.1. To update or modify documentation.
• 5.1.2. To make changes, update or discontinue Products or any feature or functionality thereof at any time.
• 5.1.3. To terminate or restrict access to Product, especially if you violate EULA.
• 5.1.4. To modify the End User Terms at any time in order to take into changes in the law that have occurred after the conclusion of the Agreement, special imbalances between performance and consideration that arise subsequently, or loopholes in the regulations.

5.2. In case of modifying the End User Terms, Uniteam will notify you in text form of amendments or additions to the End User License Agreement (“Change Notice”). Once the Change Notice has been served, the amendment or addition shall be deemed accepted after 30 days, unless you object within this timeframe. Uniteam will advise you of this possibility with the Change Notice. In case you object in accordance with this Section, the amendments or additions to the End User License Agreement according to the Change Notice shall not apply and either Party may terminate this Agreement extraordinary immediately. You have to discontinue use of the product immediately and also cooperate in the termination in relation to Atlassian.

6. User’s licence rights

6.1. Uniteam owns all rights, titles and interests, including all worldwide intellectual property rights in Product and the trademarks, service marks and logos contained therein, and the Product is licensed to you directly by Uniteam, not sold, irrespective of the use of terms such as “purchase” or “sale”.

6.2. Subject to the terms and conditions of this Agreement and provided you have paid the applicable fee to Atlassian, its authorized partners or directly to Uniteam (except for Evaluation Period), you are granted a limited, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to (i) download and install one production instance (except for Evaluation Period) of the Product on your Systems and use Product on your Systems for single instance of your host application (Jira) during the term of the Agreement or the applicable subscription term:

• for paid Products – according to (a) the scope of use, (b) the license terms as provided in the “Pricing” Section of Product details page, and (c) documentation (which means any user manuals, FAQ or support pages, information contained on Product details page, and other documentation related to Product provided by Uniteam in electronic or online form);

6.3 You may make and use one copy of Product for disaster recovery or business resumption purposes.

6.4 License is granted subject to the condition that you must ensure the maximum number of authorized users that are able to access and use Product concurrently is less or equal to the number of users for which the necessary fees have been paid to Atlassian, its authorized partners or Uniteam. You may purchase additional user licenses at any time on payment of the appropriate fees to Atlassian, its authorized partners or Uniteam. The maximum number of authorized users will be determined by the licence tier you have chosen when ordering Product.

6.5 You acknowledge that Product will only function if its licence tier matches the tier of the host application (Jira).

6.6 Product may be connected, interoperate or work with, and/or utilize third-party services. You recognize and acknowledge that: (i) Use of any third-party services and information will be governed by the applicable license agreements or terms, if any, with such third party. You shall comply with the terms of these agreements. Uniteam is not responsible for these services; (ii) Uniteam conducts no investigation or review of any of such third-party services, and does not recommend, endorse, approve or disapprove of any of them.

7. Restrictions

7.1.You may not, except as otherwise expressly permitted in this Agreement:

• 7.1.1. rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Product to a third party, or
• 7.1.2. use the Product for the benefit of any third party without prior written authorisation from Uniteam.
• 7.1.3. incorporate Product into a product or service you provide to a third party, or
• 7.1.4. interfere with any licence key mechanism in the Product or otherwise circumvent mechanisms in the Product intended to limit your use, or
• 7.1.5. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to Product, except as permitted by law, or
• 7.1.6. remove or obscure any proprietary or other notices contained in any Product, or
• 7.1.7. publicly disseminate information regarding the performance of the Product, or
• 7.1.8. encourage, permit or assist any third party to do any of the foregoing, or
• 7.1.9. use the Product in any way that compromises any terms and conditions to which you have also agreed that govern other products or technology with which the Product is integrated.

7.2. At our request, you agree to provide a signed certification that you are using our Product pursuant to the terms of this Agreement, including the scope of use.

7.3. You further agree to indemnify Uniteam against all costs (including legal fees), claims and damages arising from your breach of this Section 7.

8. Maintenance

8.1 The purchase price of Show me more App includes maintenance (version updates and support). Maintenance is valid for a prepaid period of time as agreed by you and Atlassian and/or its authorized partners. You are eligible for maintenance as long as your subscription is active.

8.2 The pricing details and terms of maintenance renewal are specified in the “Pricing” section of Product details page.

8.3 Uniteam will make updates or upgrades available for Product, if and when available. Uniteam may provide maintenance during Evaluation Period.

8.4 Support for Product consists of online documentation and support through online helpdesk (ticket system) or via email. Support is available in English and Polish. For the avoidance of doubt support and maintenance do not include any custom software development or implementation of custom features for Product or any assistance with the host application or any other third-party services or products, their updating, maintenance or support.

9. Orders

9.1. Order means an online order page(s), or the invoice or other ordering document provided by Uniteam or 3rd party partner or Atlassian’s Marketplace describing the Product, licences and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify items such as: (i) the Product, (ii) the number of Authorised Users, Subscription Term or Licence Term, domain(s) that may be associated with your use of the Product, and any other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include description of additional services such as support. You may designate in your Order that you order Evaluation Product.

10. Fees and payment

10.1. Pricing terms and conditions are set out in the “Pricing” section of Product details page and are subject to change.

10.2. Uniteam or Atlassian and/or its authorized partners will deliver the applicable license keys to the email address(es) you specified to Uniteam or Atlassian and/or its authorized partners. All deliveries will be electronic.

10.3. Any and all payments, delivery, renewals, subscriptions and refunds are handled by and managed through Atlassian and/or its authorized partners or by Uniteam in case you order directly from Uniteam. When you purchase via Atlassian Marketplace, Uniteam is not involved in these matters, is not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be liable for any matter in connection therewith. Please, refer to the “Pricing” section of Product detail page and to a relevant Atlassian Marketplace T&C for more information about pricing, delivery, billing, subscriptions, renewals and payment terms.

11. System requirements

You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Product. You are responsible for determining that any systems you have in place are sufficient for any our software you use.

12. Termination

12.1. This Agreement shall come into force upon first installation, download, or use of Product by you, whether Product is provided for evaluation, as a fully licensed version, or in any other form.

12.2. Unless earlier terminated as set forth herein or terminated due to expiration of evaluation period, this Agreement is effective for the term specified in the “Pricing” section of Product Details Page. Your license will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified when you ordered the Product.

12.3. You may terminate this Agreement at any time, for any reason or no reason, but this does not release you from any obligations that may have already arisen (especially payment obligations).

12.4 Without limiting other remedies, Uniteam may suspend or terminate this Agreement with you, or may terminate or suspend your use of Product at any time and with no liability to you if:

• 12.4.1. You violate any term of this Agreement.
• 12.4.2. You infringe proprietary rights, rights of privacy, or intellectual property rights of any person, business or organization.
• 12.4.3. You engaged in other actions relating to or in the course of using Product that may be illegal or cause liability, harm, abuse or disruption for you, other users, Uniteam, any other third parties or for Product.
• 12.4.4. We have not received our corresponding payment for Product from Atlassian and/or its authorized partners.
• 12.4.5. You evaluate the product more than 60 days in a year (without payment)
• 12.4.6. It is required by law.
• 12.4.7. Uniteam ceases offering or discontinued Product.

If adequate, Uniteam will inform you in advance of the violation and set a deadline for its elimination.

12.5. We may terminate your right to use Product during Evaluation Period at any time and for any reason in our sole discretion, without liability to you.

12.6. Upon termination, all license grants end and you must destroy and permanently erase all copies of Product and Uniteam’s confidential information, and cease all use. Whatever the cause of termination is, you will not receive any credits or refunds for any license or maintenance fees which you may have paid in advance (including fees for a perpetual license), except as may otherwise be provided by Atlassian Marketplace T&C. You agree and acknowledge that Atlassian and/or its authorized partners are responsible for refunds (if any) and you will not request any refunds from Uniteam.

12.7. The following provisions will survive any termination or expiration of this Agreement: Ownership, License Restrictions, Third Party Software and Services, Promotional Materials, Confidentiality, Limitation of Liability, Miscellaneous.

13. Liability

13.1. Either Party’s liability shall be unlimited for: loss or damage caused intentionally or by the gross negligence of the Party itself, its directors or its officers or intentionally or by the gross negligence by its other vicarious agents; loss or damage from acts causing death, body injury or illness, or from the assumption of a guarantee or a procurement risk, or under the Polish Civil Code.

13.2. Either Party’s liability for: the slight negligence of itself, its directors, officers or other vicarious agents in case the damage results from a breach of a material contractual obligation shall in no case exceed the aggregate of 12 months fees paid by you and/or due from immediately preceding the event giving rise to such claim.

13.3. Subject to Sections 13.1 and 13.2 above, any other liability of one of the parties is excluded, which means that neither party (nor its suppliers) shall be liable for any loss or interruption of use, loss of profits or revenue, wasted expenditure, anticipated savings, costs of cover or substitute goods or services, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), breach of warranty, statutory duty, strict liability or otherwise, even if informed of the possibility of such damages in advance.

13.4. Each party must use reasonable endeavors to mitigate any loss or damage it sustains or incurs under or in connection with this Agreement.

14. Indemnification

You agree to indemnify and hold Uniteam 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 content you submit to or publish on this website, your use of this website or any Products, your violation of this Agreement or your violation of any rights of a third party.

15. Data

15.1. You agree that Uniteam may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Product, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the Product. Uniteam may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you.

15.2 If you evaluate and/or install Product those applications may transmit your data outside of Atlassian’s systems during normal use, and Uniteam may be able to obtain access to your data in Atlassian Products through the applicable Atlassian Product’s application programming interface (API). Such access may result in the disclosure, modification or deletion of your data by Uniteam or Product. Further Uniteam may collect and use data pertaining to your configuration and/or use of the Product. Any information that Uniteam collects from you or your device will be subject to our Privacy Policy.

15.3. You must ensure that your use of all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:

• 15.3.1. You have obtained all necessary rights, releases and permissions to provide all Your Data to Uniteam and to grant the rights granted to Uniteam in this Agreement; and
• 15.3.2. Your Data and its transfer to and use by Uniteam as authorised by you under this Agreement does not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party (including without limitation any intellectual property rights), rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies. Uniteam assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

15.4. Some products may have features and functionality (for example integration and automation with third party services and APIs) which uses your credentials, such as in the form of keys, which you provide as input to the Product. You acknowledge and agree to use such product features and functionality and to provide to the products your credentials solely at your own risk and at your own liability, and Uniteam has no responsibility or liability with respect to third party services and APIs (such as charges incurred) through use of your credentials by the Product.

15.5. You will not submit to the Product (or use the Hosted Services to collect or generate):

• 15.5.1. any patient, medical or other protected health information regulated by a federal or state laws, rules or regulations; or
• 15.5.2. any other information subject to regulation or protection under specific laws or
• 15.5.3. special category data as defined by GDPR, (unless otherwise authorised in writing by Uniteam).

15.6. You will defend, indemnify and hold harmless Uniteam from and against any loss, cost, liability or damage, including attorneys’ fees, for which Uniteam becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services is in breach of this Agreement, or infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

15.1. You agree that Uniteam may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Product, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the Product. Uniteam may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you.

15.2 If you evaluate and/or install Product those applications may transmit your data outside of Atlassian’s systems during normal use, and Uniteam may be able to obtain access to your data in Atlassian Products through the applicable Atlassian Product’s application programming interface (API). Such access may result in the disclosure, modification or deletion of your data by Uniteam or Product. Further Uniteam may collect and use data pertaining to your configuration and/or use of the Product. Any information that Uniteam collects from you or your device will be subject to our Privacy Policy.

15.3. You must ensure that your use of all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:

• 15.3.1. You have obtained all necessary rights, releases and permissions to provide all Your Data to Uniteam and to grant the rights granted to Uniteam in this Agreement; and
• 15.3.2. Your Data and its transfer to and use by Uniteam as authorised by you under this Agreement does not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party (including without limitation any intellectual property rights), rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies. Uniteam assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

15.4. Some products may have features and functionality (for example integration and automation with third party services and APIs) which uses your credentials, such as in the form of keys, which you provide as input to the Product. You acknowledge and agree to use such product features and functionality and to provide to the products your credentials solely at your own risk and at your own liability, and Uniteam has no responsibility or liability with respect to third party services and APIs (such as charges incurred) through use of your credentials by the Product.

15.5. You will not submit to the Product (or use the Hosted Services to collect or generate):

• 15.5.1. any patient, medical or other protected health information regulated by a federal or state laws, rules or regulations; or
• 15.5.2. any other information subject to regulation or protection under specific laws or
• 15.5.3. special category data as defined by GDPR, (unless otherwise authorised in writing by Uniteam).

15.6. You will defend, indemnify and hold harmless Uniteam from and against any loss, cost, liability or damage, including attorneys’ fees, for which Uniteam becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services is in breach of this Agreement, or infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

16. Confidentiality

16.1 Uniteam does not require from you to provide Uniteam with any of your confidential or non-public information.

16.2 Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is clearly identified as confidential at the time of disclosure and is accepted by the Receiving Party as such. In case the Receiving Party believes the Disclosing Party has shared with the Receiving Party information, marked as confidential, but which the Receiving Party does not need or has not requested, the Receiving Party will immediately return to the Disclosing Party and/or destroy all records of such information. Notwithstanding the above any Uniteam’s intellectual property and technology shall be deemed Confidential Information of Uniteam without any marking or further designation.

16.3 Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

16.4 The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose 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 the Disclosing Party).

17. Miscellaneous

17.1 This Agreement will be governed by and construed in accordance with the applicable laws of Poland and shall be submitted to the exclusive jurisdiction of the Polish courts. Notwithstanding the foregoing, Uniteam may bring a claim for equitable relief in any court with proper jurisdiction.

17.2. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties through mediation. Unless otherwise agreed between the parties, the mediator will be nominated by Court of Arbitration at the Polish Chamber of Commerce. No party may commence any court proceedings or arbitration proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute under mediation. If the parties do not reach settlement within a period of 60 days, arbitration proceedings may commence only in Warsaw, Poland unless mutually agreed otherwise between the parties. The laws of Poland are applicable for all arbitration proceedings. All negotiations and arbitration proceedings pursuant to this section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be Polish or English.

17.3. If any term of this EULA is held invalid, unenforceable, or void by a court of competent jurisdiction, such term will be enforced to the maximum extent permissible, such holding will not affect the remaining terms, and the invalid, unenforceable, or void term will be deemed amended or replaced by a valid, legal, and enforceable term that matches the intent of the original language as closely as possible.

17.4. You grant Uniteam the right to mention you as his Customer in promotional materials or at Uniteam’s website. You can terminate this license at any time sending an email request to kontakt@uniteam.pl.

17.5. If you choose to communicate to Uniteam any feedback, ideas or suggestions for improvement of our Product, you grant Uniteam free-of-charge, irrevocable, non-exclusive, transferable right to use, modify, share, distribute and communicate such feedback for any and all commercial or non-commercial purposes, without charge and free of any obligation of attribution. You warrant that any such feedback you communicated to Uniteam is not subject to any license or any other third party right. No such feedback will be considered your confidential information.

17.6. Uniteam may assign its rights and obligations under this Agreement without Your consent or notifying You and the assignee agrees to be bound by the terms and conditions contained in this Agreement.

17.7.You may assign your rights and obligations under this Agreement only in the following circumstances:

• You undergo a merger, acquisition, asset sale or change of control; or
• You are a supplier to a government agency,

in which event

• You will notify us in writing ninety (60) days prior to such assignment; and
• The assignee agrees to be bound by the terms and conditions contained in this Agreement and
• Upon such assignment the assignor makes no further use of the Products licensed under this Agreement and shall remove and irrevocably delete all copies of the Software in its possession.

18. Contact

18.1.For contractual purposes, you:

• Consent to receive communications from us in an electronic form via the email address you have submitted; and
• Agree that this Agreement and all other agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

18.2. You may contact us by submitting an e-mail to kontakt@uniteam.pl or by sending a letter to Uniteam sp. z o. o. Al. Ks. J. Poniatowskiego 1, 03-901 Warsaw, Poland