Effective Starting: August 1, 2020.
Thank you for using Orange Infusion’s Products! This End User License Agreement (these “Terms”) describe your rights and responsibilities as a customer of our Products. These Terms are a binding legal agreement between Orange Infusion (“Orange Infusion”, “OI”, “we”, “our”, and “us”), and the customer (“you” and “your”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.
These Terms apply whether you purchase our Products directly from Orange Infusion, through the Atlassian Marketplace Platform, through an authorized reseller or otherwise. If you purchase through a reseller, your license rights shall be stated in the order provided to you by the reseller. Resellers are not authorized to make any promises, commitments or impose additional terms and conditions on our behalf, and we are not bound by any obligations to you other than what is included in these Terms.
Acceptance of Terms
These Terms shall apply to all of our Products licensed to you. Before installing, and/or using our Products, please carefully read these Terms. By installing and/or using our Products you acknowledge that you have read, understood and agree to be bound by these Terms including without limitation the terms of other documents and/or policies that are incorporated herein by reference. Our Terms apply exclusively. Conflicting, additional or deviating terms and conditions of the Customer from this Terms shall not become part of the agreement unless we have expressly agreed that they apply. Our Terms shall also apply if we provide a service without reservation while being aware of conflicting or deviating conditions of the Customer.
If you do not agree to these Terms, or you do not have the necessary authority you are not authorized to install and/or use our Products for any purpose whatsoever. You are to promptly uninstall our Products.
Subject to these Terms, and subject to the termination rights stipulated under Clause 15, the duration of these Terms hall continue in force for the period of:
The Customer is entitled to download a previous version from the Atlassian Marketplace instead of the most current version; however, we do not guarantee compatibility with other software and the security of such older versions. We do not guarantee support of previous version’s of our products.
Grant of License
These Terms entitle you to install and use one copy of our Products. These Terms do not permit the installation or use of multiple copies of our Products on a system that allows shared use of applications. Multiple copy use or installation is only allowed if you obtain the appropriate license for each copy of the Products. Furthermore, the Products may only be installed and used on the hardware systems you own, lease, or which are controlled by you or your third party service provider, providing you remain responsible for the third party’s compliance with the terms and conditions of these Terms.
Subject to these Terms, you are granted a worldwide, limited, non-transferable, non-exclusive, non-sublicensable, as-is right to install and use the Products for the term and applicable licensing fee that is associated with the particular Products you choose to purchase.
The Products are licensed to you either on a Subscription License or an Evaluation License subject to the following terms:
Subscription-Base Products shall be granted on a time specific limit as per the subscription license (“Subscription License”) providing you with a worldwide, non-exclusive, nontransferable, non-sublicensable use of the Subscription-Based Products, subject to automatic renewal for successive monthly or annual terms unless either Party notifies the other of nonrenewal or we cease to make a particular Subscription Service available. If you cancel the Subscription-Based Product, your product will terminate operations at the end of the license term and you will not be entitled to any refunds for amounts accrued or paid prior to such termination.
You acknowledge and agree that OI and/or the Atlassian Marketplace Platform may make changes to the Subscription-Based Products from time to time.
We may provide you, at our sole discretion, with a limited license for the purposes of assessing the functionality of the Products (“Evaluation License”). The Evaluation License will provide you with the full version of the Product(s) for free for thirty (30) days (“Evaluation Period”), after which you must either purchase or uninstall the Product. Upon the expiry of the Evaluation Period, you shall be obligated to pay for the full license fee or stop using the Products and all components of the Products shall cease to function.
The Products are licensed, not sold, to you and we shall retain ownership of all Products. Accordingly, the following restrictions shall apply:
You may not assign your rights and obligations under these Terms, or redistribute, encumber, distribute, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products as granted to you under these Terms or make the Products available to a third party without prior written consent.
You may not use, copy, or install the Products on any systemor permit the use, copying or installation of the Product on more than one Atlassian product(s). If you hold multiple validly license copies you may not use, copy, or install the Products on any system with more users than the number permitted by the applicable license.
Further you may not:
You may not modify the Products or create any derivative work of the Products. Derivate works include but are not limited to translations. You may not alter any files or libraries in any portion of the Product.
You may not copy any part of the Products.
We shall provide you with updates, add-on components, internet-based components, and/or enhancements made generally available from time to time and online technical support for the purpose of addressing any technical issues you may have in relation to the Products (the “Maintenance Services”). The Maintenance Services shall be provided to you with reasonable skill are care for the duration of your Subscription License including any appliable renewal periods thereof.
We shall provide you with support services, which shall include but not be limited to bug fixes and patches (“Support Services”) for the duration of your Subscription License and for the duration of any applicable renewal periods thereof. Our business hours are from 09:00 A.M. until 18:00 P.M GMT-5, Monday through Friday; excluding United States Federal Holidays. We try to answer all requests as promptly as possible.
You may request Support Services through one of the following channels:
The use of Support Services is governed by our Service Level Agreement. Link to our SLA here.
Intellectual Property Rights
Nothing in these Terms shall operate to assign or transfer any intellectual property rights (“Intellectual Property Rights”) from us to you or vice versa. Intellectual Property Rights shall mean any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions, patents, source code, software, trademarks, and designs (whether registered or not), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
OI shall retain all rights, title and interests in and to the Products as well as all Intellectual Property Rights not expressly granted by us under these Terms.
The Products shall be offered to you on a subscription basis. You agree to pay all applicable fees on their due date and in a manner directed at the time of subscribing for the Products. Should you fail to pay the applicable fees, this will result in immediate termination of the licenses granted to you by us under these Terms.
We warrant that OI has the legal right and authority to enter into these Terms and to perform its obligations under these Terms. We further provide you with the following warranties:
You acknowledge and warrant to us that you have the legal right and authority to enter into these Terms and to perform your obligations under these terms.
All of the Parties’ warranties and representation in respect of the subject matter of these terms are expressly set out in these Terms. To the maximum extent permitted by applicable law, no other warranties or representation concerning the subject matter of these Terms will be implied into these Terms or any related contract.
Acknowledgements and warranty limitations
You acknowledge that:
Privacy and Data Protection
We assume no responsibility for the deletion of data, loss of data, the corruption of data, or the failure to store data. Neither do we have any obligation to monitor the use of the data transmitted or stored through the Products. We reserve the right, consistent with data privacy and other user data protection requirements applicable to the jurisdiction where the data is stored and if mandated by applicable law, regulation, legal process or governmental order, disclose user data or other information, but only to the extent required to satisfy those laws, regulations or orders. Unless prohibited by law or other order, we will provide reasonable notice of any such required or requested disclosure to you and reasonable cooperate to limit such disclosure to the extent allowed by law.
All data you enter into the Products shall be owned solely by you. You shall assume the entire responsibility at all times for the supervision, management, control and confidentiality of your data and assume the entire risk for the fraudulent or unauthorized use of your data. You represent and warrant that you have obtained all the necessary rights, releases, authorizations, and permissions to provide your data to us. You further warrant that the transfer of your data to us does not violate any laws, third party rights, including any Intellectual Property Rights, rights of privacy, or rights of publicity, and any use collection and disclosure of your data as authorized under these Terms is not inconsistent with the terms of any applicable privacy policies. You acknowledge and agree that OI is not responsible for any deletion, corruption, failure to store or loss of any of your data if such deletion, corruption, failure to store or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s), any authorized user or other third party.
Limitation of Liability
You agree that your use of the Products is at your own risk. To the maximum extent permitted by applicable law, in no event shall OI be liable to you for or to those claiming through you for, any indirect, consequential, incidental or special damage or loss of any kind including but not limited to, loss of profits, loss of contracts, lost or inaccurate data, failure of security mechanisms, interruption of business, business interruptions, cost of substitute goods or services of or corruption of data however caused and whether arising under contract or tort; including without limitation negligence. These limitations in this clause shall apply notwithstanding the failure of essential purpose of any remedy.
In no event shall our aggregate liability to you arising out of or in connection with these Terms, from all causes of action and theories of liability, including without limitation negligence, exceed the amounts paid for the current subscription period of the Subscription-Based Products and for no more than twelve (12) months.
We do not limit or exclude our liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability to the extent that such liability cannot be excluded or limit by applicable law.
In no event shall OI be liable for any failure of performance due to circumstances beyond our control, including but not limited to a power outage, computer virus, malware, spyware, key logger application, system failure, fire, flood, earthquake, terrorism, act of ware, extreme weather conditions, or any other “Act of God”.
These Terms may terminate through the expiration of the Subscription license, or the expiry of the Evaluation Period, or the uninstallation of our Products, or termination for convenience, or a termination for cause.
If OI terminates these Terms for convenience where you are paying for a Subscription License, your license to the Subscription-Based Products shall automatically terminate and you shall be required to remove all components of the Products from your systems and destroy any copies.
OI may terminate these Terms if you materially break it or any other agreement you have entered into with us. A material breach shall include but not be limited to your failure to timely pay our fees when they have become due and owning to us, when you significantly put our system at risk as a result of not using designated user interface elements to access data and non-UI access as per the application documentation.
Should we terminate these Terms for cause, we will provide you with ten (10) days’ written notice after which period the Terms will automatically terminate. Upon termination of these Terms, you shall cease all use of the Products and you shall reasonably cooperate in: removing, uninstalling, or deactivation all copies of the Products and satisfying all financial obligations you may have to use.
If you terminate these Terms for convenience or if we terminate these Terms for cause, you shall not be entitled to a refund of any portion of the fees you have paid to us.
OI may identify you as an OI customer in promotional materials. You may request that we stop so by submitting an email to email@example.com at any time. Note that it may take us up to 30 business days to process your request.
The Parties are independent contractors under these Terms and expressly disclaim any partnership, franchise, join venture, agency, employer/employee, fiduciary or other special relationship. Neither Party intends these Terms to benefit or crate any right or cause of action in or on behalf of any person or entity other than the Parties’ and listed affiliates. These Terms are not intended to create a third-party beneficiary of any kind. You must not represent to any third party that it has any right to bind us in any manner and you will not make any representations or warranties on behalf of us.
If a court holds that any provision of these Terms is invalid or unenforceable under applicable law, the court will modify the provision(s) to the minimum extent necessary to make it valid and enforceable or if it cannot be made valid and enforceable the court will sever and delete the provision from these Terms. The change will affect neither the validity of the amended provision nor the validity of any other provision of these Terms which will continue in full force and effect.
OI’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms must be in writing, specify the provision to be waived and signed by the OI agreeing to the waiver.
A Force Majeure event means any event beyond OI’s reasonable control that, by its nature, could not have been foreseen or if it could have been foreseen, was unavoidable, including strikes, lock-outs, or other industrial disputes, whether involving its own workforce or a third party’s, acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors. Neither Party is liable for delays or failures to perform any of its obligations under these Terms to the extent caused by a Force Majeure Event.
Any notice given under or in relation to these Terms must be in writing, signed by or on behalf of the Party giving it and addressed to us at the contract information provided when purchasing the Products.
You may not sublicense, assign or transfer any rights under these Terms without our prior written consent. Any attempt by you to sublicense, assign or transfer any of your rights, duties or obligations under these Terms, whether directly or indirectly by merger, acquisition or change of control will be null and void.
These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with United States of America laws and Parties irrevocably submit to the exclusive jurisdiction of the courts of the United states of America.
These Terms constitutes the entire understanding between you and OI in relation to the Products and supersedes all oral or written proposals and all communications between the Parties relating to its subject-mater.
OI reserves the right to amend these Terms at any time, without prior notice. Any amendment will be effective on the posting of an updated version of this page. By continuing to use our Products you agree to be bound by the amended terms.
Should you have any questions concerning these Terms, you may contact us in writing at P.O. Box 190187 Saint Louis, MO 63119 USA or electronically at firstname.lastname@example.org