End-User License Agreement (EULA) for all Eclipse Group Solutions Ltd. software products made available on the Atlassian Marketplace

Understanding this Agreement

This End-User License Agreement (“EULA“) is a legal agreement between you and Eclipse Group Solutions Ltd (company number 03129950 with its registered address at Wellington House, Church Road, Ashford, Kent, TN23 1RE) (“Eclipse”; “we”; “our”; “us”).

This EULA governs your use of our Software, Support and Documentation (all defined below) that are accessible via the Atlassian Marketplace.

Please read this EULA carefully before completing the installation process and using the Software. It provides a licence to use the Software and contains warranty information and liability disclaimers.

If you register for a free trial of the Software, this EULA will also govern that trial.

By clicking “accept” or installing, subscribing and/or using the Software and/or Documentation, you are confirming your acceptance of the EULA.

If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” and “your” will refer to that legal entity. If you sign up using an email address from your employer or another entity, then: (i) you will be deemed to represent such party, (ii) your click to “accept” will bind your employer or that entity to these terms, and (iii) the word “you” in this Agreement will refer to your employer or that entity.

You understand that the Software is intended to be used for business purposes only. You confirm that you do not intend to use the Software for private or domestic use. In the event that you are held to be a “consumer” within the meaning of UK consumer protection law, then: (i) nothing in this EULA is intended to override or deny any of your consumer rights and protections under UK consumer protection law (including the Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013); and (ii) this EULA will be interpreted strictly in accordance with, and will be modified as necessary to comply with, UK consumer protection law.

 

1. Definitions

  • Atlassian Software means Software developed by Atlassian Corporation Pty Ltd, for example Jira or Confluence.
  • Authorised User means the named user that accesses and uses the Software under this EULA. The number of Authorised Users may not exceed the number of users purchased by you on the Atlassian Marketplace.
  • Documentation means any user manuals, FAQ or support pages, information contained on the App Details Page, and other documentation related to the Software provided by us in electronic or online form.
  • Software means the Eclipse cloud and/or downloadable software application, plugin or extension developed and distributed by us that you obtain through the Atlassian Marketplace (either paid or free of charge) including Documentation and any upgrades, modified or subsequent versions, updates, or error corrections provided by us.
  • Deployment / Test system means a separate Atlassian Software instance used solely for deployment or testing.
  • Order has the meaning as set out in clause 9
  • Scope of Use means the extent to which you may use the Software as may be specified in the Order, which includes, as applicable: (i) the number and types of Authorised Users, (ii) storage or capacity (for Cloud Apps), (iii) numbers of licenses, copies or instances (for Software Apps), (iv) billable units, or (v) other conditions, limitations or restrictions.
  • Support Services means our support services as set out in clause 5.

 

2. Licence Grant

Subject to you paying the applicable fees and fully complying with the EULA, Eclipse grants to you a personal, non-transferable, non-exclusive, non-sublicensable and revocable licence to use and access the Software for the term of this EULA or for the applicable subscription period (whichever is the shorter period).

You may only use the Software (and will ensure that the Software is only used by Authorised Users):

  • In accordance with the Order, the license terms as provided in the “Pricing” section of the App Details Page, and (c) Documentation;
  • by the number of concurrent Authorised Users agreed in the Order.

Depending on your Order, you are permitted to install the Software in an Atlassian application (i.e. Jira, Confluence) under your control or in an Atlassian Cloud instance. You are responsible for ensuring that the Atlassian applications are compatible with the Software. You are also permitted to install the Software on a Deployment / Test system, if applicable in your Order.

We only supply the Software and Documentation for internal use by you or your business, and you agree not to use the Software or Documentation for any re-sale purposes.

You must not:

  • Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software (but excluding the Atlassian Software), nor decompile, disassemble or reverse engineer the Software or attempt to do any such things (unless the same is permitted by law);
  • Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose;
  • Allow any third party to use the Software or use the Software on behalf of or for the benefit of any third party;
  • Use the Software in any way which breaches any applicable law, applicable technology controls or export laws and regulations;
  • Defeat, bypass, disable, interfere with or otherwise circumvent any licence key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit its use;
  • Remove or alter any of our or third party’s trademark, logo, copyright or other proprietary notices, legends, symbols or labels;
  • access all or any part of the Software in order to build a product or service which competes with the Software;
  • Use the Software in any manner not authorised by this EULA; and/or
  • attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under this EULA.

Our Software may connect to, interoperate or work with or utilise third party software or services (including potentially open source software). Your use of any such third party software will be governed by the applicable licence agreements or terms of services, if any, with such third party. We are not responsible for performance and/or reliability of any third party services and will have no liability of any kind for your use of such third party services. We make no warranties or representations of any kind with respect to third party services.

 

3. Intellectual Property and Ownership

Eclipse shall at all times retain ownership of, and retain all intellectual property rights in, the Software and Documentation.  The Software and Documentation are made available to you on a limited licence (and is not sold or assigned to you in any way), and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Eclipse has and retains all rights, titles, and interests, including all intellectual property rights in and to the Software and Documentation (including all free or trial Software), their “look and feel”, any and all related or underlying technology, and any modifications or derivatives.

You understand and agree you have no right to have access to the Software in source code form.

You permit us to use any data, materials or information that you input, upload or provide to us in relation to the Software and/or Support Services. We will only use such data, materials and information for the purposes of us performing our obligations under this EULA.

If you provide us with any feedback, suggestions or ideas in relation to our Software or Support Services (“Feedback”), then you agree to (and will ensure that any applicable third party licensor(s) agree to) provide us an irrevocable, perpetual, fully-transferrable, fully-sublicensable and world-wide licence to use, modify, communicate, adapt and commercialise such Feedback at our sole discretion and option.

 

4. Warranty and Warranty Disclaimer

4.1 Eclipse warrants that, for a period of 60 days from the date of first access (“Warranty Period”), the Software will, when used in accordance with this EULA and in accordance with our reasonable instructions, perform substantially in accordance with the Documentation.

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software that results in it failing to perform substantially in accordance with the Documentation, then we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. This shall be your sole remedy, and our sole obligation, in relation to any defects, failures or faults in the Software.

4.3 The warranty above at clause 4.1 does not apply if (and we shall have no liability for) any defect, fault or failure that results from your breach or non-compliance with the terms of the EULA.

4.4 Apart from the warranty under clause 4.1, Eclipse does not make any representation, warranty or guarantee  as to the quality, reliability, suitability, performance, availability, completeness or accuracy of any Software or that: (i) the Software will operate in combination with other hardware or software systems, or (ii) the use of the Software will be uninterrupted, secure or free of errors, or (iii) stored or presented data will be accurate and reliable, or (iv) errors or defects will be corrected on a schedule not controlled by Eclipse, or (v) that any Software available as a hosted service is free of viruses or other harmful components.

 

5. Support

For the term of this EULA or for the subscription period (whichever period is shorter):

  • we will use commercially reasonable efforts to provide you with telephone, web-based and/or email support in respect of our Software during our normal business hours; and
  • We will respond to any critical issues or failures as notified to us within 24 hours, and, for all other issues, we will respond within 5 business days.

You agree to direct any failures or defects in the Software, in the first instance, directly to Atlassian, who will direct such inquiries to us.

For trial or Software provided for free, we may offer you support (or no support at all) at our absolute discretion. Further, we are not obligated to provide any updates or upgrades to the same.

You understand that we will only provide support in respect of our Software, not Atlassian’s Marketplace, Atlassian’s Software, Atlassian’s products or any other third party software or services.

 

6. Limitation of Liability

6.1 Nothing in this EULA shall limit or exclude our liability for:

  • death or personal injury resulting from our negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot be excluded or limited by English law.

6.2 Subject to clause 6.1 above, we will not, in any circumstances whatsoever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this EULA for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss or corruption of data or information;
  • loss of business opportunity, goodwill or reputation; or
  • any special, indirect or consequential loss, damage, charges or expenses.

6.3 Subject to clauses 6.1 and 6.2 above, our maximum aggregate liability under or in connection with this EULA, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the fees or price actually paid by you for the applicable Software.

6.4 This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Software, Documentation and Support Services. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software, Documentation or Support Services which might otherwise be implied into, or incorporated in, this EULA, whether by statute, common law or otherwise (including any warranties of performance or fitness for a particular purpose), is excluded to the fullest extent permitted by law.

 

7. Term and Termination

This EULA is effective from the date you first agree to the EULA or install, subscribe or otherwise use the Software (whichever is sooner), and shall continue until terminated in accordance with this clause 7 or otherwise ends as specified in the Order.

You may terminate this EULA at any time by uninstalling the Software and providing us with written notice.

We may terminate this EULA immediately upon written notice if: (i) you fail to comply with any of your obligations or duties under this EULA, (ii) we do not receive payment from Atlassian or its reseller(s) in respect of your use of the Software after a reasonable period of time, (iii) Atlassian (for whatever reason) restricts, blocks or removes access of the Software from or on its Marketplace, (iv) Atlassian requests that Eclipse terminate this EULA, or (v) Atlassian terminates its Marketplace Partner agreement with us.

We may terminate your right to use any free or trial Software at any time and for any reason or for no reason in our sole discretion, without liability to you.

Whatever the cause of termination is, you will not receive any credits or refunds for any licence or support fees which you may have paid in advance, except as may otherwise be determined by Atlassian. You agree and acknowledge that Atlassian (or its resellers) are responsible for refunds (if any), and you will not request any refunds from us.

Upon termination or expiry of this EULA: (i) the licence granted to you by this EULA will immediately terminate and cease, (ii) you must immediately and permanently delete or remove the Software from your computer equipment or systems (if applicable); and (iii) you must destroy or return (at our option) all copies of the Software and Documentation in your possession or control.

The clauses that by their nature continue and survive will survive any termination of this EULA, which shall include clauses 3, 4, 6, 7, 12 and 13.

 

8. Changes to this Agreement

Eclipse may update or modify this EULA (including the Documentation) at its sole discretion upon written notice to you. We will use reasonable endeavours to provide you with at least 30 days prior notice in relation to any such changes.

Furthermore, Eclipse reserves the right to modify this EULA (at its sole discretion) upon written notice to you in response to any changes or modifications that Atlassian makes to its Marketplace Partner Agreements with Eclipse.

 

9. Orders and Fees

Our Software can be ordered through Atlassian’s ordering and licencing management system

You may place an order for our Software with Atlassian (“Order”), which will specify the Scope of Use for the Software. Once you complete your Order, it will be up to Atlassian to provide you with access to the applicable Software, including any relevant licence or access keys.

You understand that payments, delivery, renewals, subscriptions and refunds are handled by and managed through Atlassian or Atlassian’s authorised resellers. We are not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be held liable for any matter in connection therewith.

Atlassian (or its reseller) will deliver the applicable licence keys or subscription instructions to the email address(es) you specified to Atlassian (or its reseller). All deliveries will be electronic. You are responsible for installation of the Software and its compatibility with your systems, other hardware, software and services.

See the “Pricing” section of the Software details page on the Atlassian Marketplace for more information about pricing, delivery, billing, subscriptions, renewals and payment terms.

 

10. Data Protection

Any personal data that we collect from you, your Authorised Users or the devices used by you and your Authorised Users will be subject to our Privacy Policy (as published on the Atlassian Marketplace).

By entering into this EULA, you agree that this Privacy Policy, as it exists at any relevant time, shall apply to you and your Authorised Users and is hereby incorporated into this agreement.

 

11. Events outside of our control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by an Event Outside Our Control (as defined below).

An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or problems inherent in the use of IT systems.

If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

  • our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  • we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

 

12. Entire Agreement

This EULA constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.

 

13. Governing law and jurisdiction

This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. The parties irrevocably agree to the exclusive jurisdiction of the courts of England.