Apps distributed through the Atlassian Marketplace

This Agreement sets forth the terms and conditions for licensing the App developed by VortexWeb Innovations company ("Vendor") that you have chosen to purchase or evaluate from the Atlassian Marketplace.

Please carefully read and review this Agreement. By downloading, installing, subscribing to the App, or otherwise indicating your acceptance, you agree to be bound by the terms of this Agreement.

If you do not agree to all the terms of this Agreement, do not download, install, subscribe to the App, or give consent to this Agreement.

If you are accepting this Agreement on behalf of your employer or another company or organization, you represent and warrant that you have the full authority to act for and bind that legal entity to this Agreement. The terms "you" and "your" in this Agreement refer to that legal entity.

For the purposes of Section 3(a) of the Atlassian Marketplace Terms of Use, this Agreement constitutes the "Publisher's EULA."

1. Definitions

"Agreement" refers to these Terms of Use for VortexWeb Innovations Apps distributed through the Atlassian Marketplace.

"App" means a software application developed and distributed by Vendor that you obtain through the Atlassian Marketplace, including Documentation, upgrades, modified or subsequent versions, updates, or error corrections provided by Vendor.

"Host Application" means a software application developed and distributed by Atlassian that the App is designed to interoperate or work with (e.g., Confluence, Bitbucket, Jira).

"Atlassian Marketplace" means the online marketplace for server and cloud apps owned and operated by Atlassian, available at https://marketplace.atlassian.com.

"Atlassian" means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916), the owner and provider of the Atlassian Marketplace and a reseller of Apps available through the Atlassian Marketplace.

"Documentation" refers to any user manuals, FAQs or support pages, information on the App Details Page, and other documentation related to the App provided by Vendor in electronic or online form.

"App Details Page" means a section of the Atlassian Marketplace dedicated to a specific App, which may include several webpages or tabs.

"Cloud App" means an App that runs on Atlassian's servers and is provided to you as a cloud-based (software-as-a-service) solution for the applicable subscription term.

"Reseller" means Atlassian, Atlassian Solution Partners, or other Atlassian authorized resellers from whom you obtained the App from the Atlassian Marketplace.

"Atlassian Marketplace T&C" refers to the Atlassian Marketplace Terms of Use and other sections of the Atlassian website relevant to apps developed by Atlassian verified vendors and distributed through the Atlassian Marketplace.

"Authorized User" means a person who accesses and uses the App and, in the case of paid Apps, for which the necessary fees have been paid to Resellers.

"Scope of Use" refers to your authorized scope of use for the App as specified in the ordering documentation, including the number and type of Authorized Users, storage or capacity (for Cloud Apps), numbers of licenses, copies, or instances (for Server Apps), or other restrictions or billable units, as applicable.

"Systems" means hardware systems owned, leased, operated, or controlled by you.

"Access Credentials" refers to the Authorized Users' IDs and passwords required to access the functionality of the App (if applicable).

"Third-Party Services" refers to software platforms, services, plug-ins, applications, and components developed and/or provided by Atlassian or other Atlassian vendors and software developers.

"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party of this Agreement, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.

2. Ownership

Vendor or its licensors own all rights, title, and interest, including worldwide intellectual property rights, in the App and the trademarks, service marks, and logos contained therein. The App is licensed to you directly by Vendor and is not sold, regardless of the use of terms such as "purchase" or "sale."

3. License Grant

Subject to the terms and conditions of this Agreement and upon payment of the applicable fee to Reseller (except for evaluation periods and free Apps), you are granted a limited, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to:

Access and use the App on your Systems for a single instance of your Host Application during the term of the Agreement or the applicable subscription term.

For paid Apps:

Use the App according to the Scope of Use, the license terms provided in the "Pricing" section of the App Details Page, and the Documentation.

For free Apps:

Use the App according to the terms specified in the Documentation.

No other rights, titles, or interests are granted except as expressly stated in this Agreement.

The license is granted on the condition that you ensure the maximum number of Authorized Users who can access and use the App concurrently is less than or equal to the number of users for which the necessary fees have been paid to Resellers. The maximum number of Authorized Users will be determined by the license tier you have chosen when ordering the App.

You acknowledge that the App will only function if its license tier matches the tier of the Host Application.

4. License Restrictions

You may not:

Reverse engineer, decompile, or disassemble the App or seek to obtain or derive the source code, underlying ideas, or algorithms, except as permitted by law.

Adapt, alter, modify, translate, or attempt to create derivative works of the App.

Defeat, bypass, disable, interfere with, or otherwise circumvent any license key mechanism in the App or any other mechanisms intended to limit your use.

Attempt to access or use the App other than by using the Access Credentials.

Remove or alter any trademark, logo, copyright, or other proprietary notices, symbols, or labels in the App.

Redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer the App or any rights or interest therein.

Use the App as part of a service provider, software-as-a-service, display, perform, publish, or permit third parties to benefit from the use or functionality of the App, unless expressly permitted by this Agreement.

Use the App in any manner not authorized by this Agreement.

5. Payment, Subscriptions, Renewals, Refunds, Delivery

The pricing terms and conditions are outlined in the "Pricing" section of the App Details Page and are subject to change.

Cloud Apps are subscription-based.

Reseller will provide login instructions to the email address(es) you specified. All deliveries will be electronic. You are responsible for installing the App and ensuring its compatibility with your Systems, hardware, software, and services.

All payments, deliveries, renewals, subscriptions, and refunds are handled and managed through Reseller. Vendor is not involved in these matters, is not responsible for payment processing, delivery, renewals, subscriptions, or refunds, and shallnot be liable for any issues related to them. Please refer to the "Pricing" section of the App Details Page and the relevant Atlassian Marketplace T&C for detailed information about pricing, delivery, billing, subscriptions, renewals, and payment terms.

6. Authorized Users

Only Authorized Users are allowed to access and use the App. Some Apps may offer different types of Authorized Users, and the functionality may vary depending on the type of Authorized User. Authorized Users can be employees, representatives, consultants, contractors, agents, or other third parties acting for your benefit or on your behalf, including your Affiliates.

You may permit your customers to have limited access to certain Apps as Authorized Users under the following conditions:

You have valid agreements with your customers that require compliance with the applicable terms of this Agreement, including any conditions or restrictions related to the use or access of the App.

Your customers' access and use of the App are solely for supporting their use of your own products and services unrelated to the App.

Your customers do not receive any administrator, configuration, or similar access to the App.

You do not charge your customers for such access to the App.

You are responsible for ensuring compliance with this Agreement by all Authorized Users. All use of the App by you and your Authorized Users must be within the Scope of Use, as specified in the Documentation, and solely for the benefit of you or your Affiliates.

7. Access Credentials

If the App requires Access Credentials, you must ensure that all Authorized Users keep their Access Credentials strictly confidential and do not share them with unauthorized individuals. User IDs are granted to specific individuals and cannot be shared. Neither you nor Authorized Users may convey, transfer, or disseminate Access Credentials or their parts to any other person, entity, or organization.

You accept responsibility for maintaining the confidentiality and proper use of the Access Credentials provided to your Authorized Users for accessing and using the App. You agree to notify Vendor immediately if you become aware of any loss, theft, or unauthorized use of Access Credentials.

8. Evaluation License

The App may be provided for a free evaluation period to assess its features and performance. The evaluation license is granted for evaluation purposes only and for a limited time.

Evaluation terms and conditions, including any extensions, are handled by Atlassian. Please refer to the "Pricing" section of the App Details Page for more details.

Vendor may also provide a free beta evaluation period for testing and evaluating the App before its official release. The beta license is granted for evaluation purposes only and for a limited time. Vendor handles the provisioning and termination of beta evaluation licenses.

9. Third-Party Software and Services

The App may connect, interoperate, work with, and/or utilize Third-Party Services.

You acknowledge and understand that:

Your use of any Third-Party Service and associated information will be governed by the applicable license agreements or terms of services with the respective third party. You must comply with those terms. Vendor is not responsible for the performance and reliability of any Third-Party Services and disclaims any liability related to your use of such services.

Vendor does not investigate or review any Third-Party Services and does not endorse or disapprove of them.

10. Maintenance (Updates and Support)

The purchase price of Server Apps includes maintenance, including version updates and support.

You are eligible for maintenance of Cloud Apps as long as your subscription is active.

The pricing details and terms of maintenance renewal are specified in the "Pricing" section of the App Details Page.

Vendor may, at its sole discretion and on its own terms, provide maintenance for free Apps or Apps provisioned via a beta license.

Support for the App includes online documentation and email support. Support is available in English, but Vendor may offer support in other languages or through other communication channels at its discretion.

Vendor will make updates or upgrades available for the App as and when they become available.

Support and maintenance do not include custom software development or implementation of custom features for the App, assistance with the Host Application or any other third-party services or products, or their updating, maintenance, or support.

11. Data Collection and Privacy Policy

Any information and data collected by Vendor from you or your device will be subject to Vendor's Privacy Policy.

By entering into this Agreement, you agree to be bound by the Privacy Policy, as it exists at any relevant time.

12. Confidentiality

Vendor does not require you to provide any confidential or non-public information.

Except as otherwise stated in this Agreement, all code, inventions, know-how, business, technical, and financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") constitute the confidential property of the Disclosing Party ("Confidential Information"). The Receiving Party agrees to hold such Confidential Information in confidence and not to use or disclose it except as permitted by this Agreement. The Receiving Party's obligations regarding Confidential Information do not apply to information that:

Was already in the Receiving Party's possession or known to it prior to the disclosure.

Became public knowledge through no fault of the Receiving Party.

Was rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

Was independently developed by the Receiving Party's employees who had no access to the Confidential Information.

Vendor's intellectual property and technology will be considered Confidential Information without any specific marking or designation.

The Receiving Party shall not use or disclose any Confidential Information except as authorized herein or as required by law.

13. Disclaimers of Warranties

The App is provided "as is" and without warranty of any kind, express or implied.

All express or implied conditions, representations, and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, are disclaimed to the extent permitted by law. You assume responsibility for selecting the App to achieve your intended results and for the installation, use, and results obtained from the App or the information made available through the App. Vendor makes no warranty that the App will be error-free or free from interruptions, failures, or that it will meet your requirements.

14. Limitation of Liability

Neither party shall be liable for any loss resulting from causes beyond its direct control, including but not limited to electronic or mechanical equipment failures, communication line failures, Internet or telephone issues, unauthorized access, theft, errors, or force majeure events.

To the extent not prohibited by law, neither party shall be liable for any lost revenue, profit, or data, or for special, indirect, consequential, incidental, or punitive damages, regardless of the theory of liability, arising out of or related to the use of or inability to use the App, even if a party has been advised of the possibility of such damages. The foregoing limitation of liability applies to the fullest extent permitted by law in the applicable jurisdiction. The aggregate liability of either party to the other shall not exceed the amount actually paid by you to the Reseller for the App in the 6 months immediately preceding the claim. Notwithstanding anything else in this Agreement, our aggregate liability to you for free Apps shall be limited to US$20. No aggregate liability applies to Apps provisioned via a beta license. This limitation of liability shall not apply to either party's express indemnification obligations in this Agreement or to your breach of Section 4 (License Restrictions). The parties agree that the limitations specified in this section will survive and apply even if any limited remedy specified in this Agreement fails of its essential purpose.

Tothe maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to free Apps, including any maintenance, warranty, and indemnity obligations.

15. Indemnification

Indemnification by You: You agree to indemnify and hold harmless Vendor, its Affiliates, officers, directors, employees, agents, and representatives from any and all claims, liabilities, losses, damages, suits, judgments, litigation costs, and attorney's fees arising from or related to your use of the App and/or your violation of this Agreement or any third party's rights.

Indemnification by Vendor: Vendor agrees to indemnify, defend, and hold harmless you, your Affiliates, officers, directors, employees, agents, and representatives from any and all claims, liabilities, losses, damages, suits, judgments, litigation costs, and attorney's fees arising from or related to any threatened or actual claim for infringement, breach, or misappropriation of any intellectual property or proprietary right based on the use of the App by you or your Affiliates.

16. Modifications

Vendor reserves the right, at its sole discretion, to modify or revise this Agreement, update or modify the Documentation, make changes, update or discontinue the App or any of its features or functionalities, and terminate or restrict access to the App.

If a revision of the Agreement significantly reduces your rights, we will make reasonable efforts to notify you through email, postings on Vendor's website, or within the App itself. You may be required to accept the updated Agreement.

If you do not agree to the updated Agreement after it becomes effective, you must discontinue your use of the App.

Your continued use of the App after a change or update has been made will constitute your acceptance of the amended Agreement.

17. Term and Termination

This Agreement begins upon your first installation, download, subscription, or use of the App, regardless of whether it is provided for evaluation, as a fully licensed version, a beta licensed version, or in any other form.

Unless terminated earlier as provided herein or due to the expiration of the evaluation period, this Agreement is effective for the term specified in the "Pricing" section of the App Details Page.

You may terminate this Agreement at any time for any reason or no reason.

Vendor may suspend or terminate this Agreement with you or suspend or terminate your use of the App at any time without liability if:

You violate any term of this Agreement.

You infringe proprietary rights, privacy rights, or intellectual property rights of any person, business, or organization.

Your actions related to the use of the App are illegal, cause liability, harm, abuse, or disruption to you, other users, Vendor, or any third parties, or to the App.

We have not received the corresponding payment for the App from the Reseller.

Termination is required by law.

Vendor ceases to offer or discontinues the App.

We may terminate your right to use free Apps or Apps provisioned via a beta license at any time and for any reason in our sole discretion, without liability to you.

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 App.

Upon termination, all license grants will end, and you must destroy and permanently erase all copies of the App and Vendor's Confidential Information and cease all use.

Regardless of the cause of termination, you will not receive any credits or refunds for any license or maintenance fees paid in advance, unless otherwise provided by the Atlassian Marketplace T&C. You acknowledge that Resellers are responsible for refunds, and you will not request any refunds from Vendor.

Survival: The following provisions will survive any termination or expiration of this Agreement: Sections 2 (Ownership), 4 (License Restrictions), 5 (Payment, Subscriptions, Renewals, Refunds, Delivery), 9 (Third-Party Software and Services), 12 (Confidentiality), 13 (Disclaimers of Warranties), 14 (Limitation of Liability), 17 (Term and Termination), 18 (Jurisdiction), and 19 (Miscellaneous).

18. Jurisdiction

Choice of Law: This Agreement is governed by the laws of the Republic of Armenia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Location for Resolving Disputes: Any disputes or claims related to this Agreement will be resolved by state courts located in the Republic of Armenia. By entering into this Agreement, you waive any claims against Vendor and/or its Affiliates based on the laws of other jurisdictions, including your own. You consent to the exclusive jurisdiction and venue of the state courts in the Republic of Armenia for resolving any disputes or claims with us. This provision does not limit Vendor's right to take legal action in any other court of competent jurisdiction. The submission to the jurisdiction of a specific court does not preclude proceedings in other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

19. Miscellaneous

Consent to Receive Communications in Electronic Form: By entering into this Agreement, you consent to receive communications from us in electronic form via the email address you provided. You agree that this Agreement, along with all other agreements, notices, disclosures, and other communications provided to you electronically, satisfy any legal requirement that such communications be in writing.

Severability: If any provision of this Agreement is held to be unenforceable, the Agreement will remain in effect with the provision omitted, unless its omission would frustrate the intent of the parties, in which case the Agreement will terminate immediately.

Export/Import Laws: You are responsible for complying with any applicable export or import rules, regulations, and restrictions related to the purchase or use of the App.

Assignment: You may not assign or transfer this Agreement. Vendor may freely assign, transfer, and delegate its rights and obligations under this Agreement. Vendor's Affiliates, contractors, and service providers may exercise all rights of Vendor under this Agreement.

Entire Agreement: This Agreement constitutes the entire agreement between you and Vendor regarding its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties. This Agreement prevails over any conflicting or additional terms in any quote, order, acknowledgment, letter, or other communication between the parties relating to its subject matter during the term of this Agreement.