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This EULA is a supplement to the Atlassian Marketplace Terms of Use.
Definitions
Accessible Code means source code that is unprotected and intended by us to be accessible for use by you.
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License Term means the term of each Athena product license. The term will be specified in your Order.
Terms and Conditions
Licensee is allowed to use Software on the specified Atlassian server, for which the License is bought.
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Decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive any part or whole of the Software
Directly or indirectly access or use any Embedded Software independently from the rest of the Software
Sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine-readable form the Software or any data/information not owned by Licensee which is provided to Licensee through the Software to a person who is not an Authorized User
Vary or amend the Software (including any Embedded Software, Protected Code or Accessible Code)
Publish, promote, broadcast, circulate or refer publicly to the Athena name, trade name, trademark, service mark or logo without prior written consent from Athena
Commit any act or omission of the likely result of which Athena or any of its third-party suppliers reputation will be brought into disrepute, or which could reasonably be expected to have or does have a material and adverse effect on Athena interests
Distribute the Software using Original Equipment Manufacturer (OEM) Distribution without entering into a separate OEM Distribution Agreement with Athena
Copy or embed elements of the Accessible Code contained in the Software into other software. The Software may include license protection mechanisms that are designed to manage and protect the intellectual property rights ofAthena and its third party suppliers. Licensee must not modify or alter those featuresto try to defeat the license protection mechanisms. Any such attempt by Licensee will result inthe immediate termination of all licenses
Data Protection and Privacy
By accessing, downloading, installing, copying, clicking on an ″accept″ button, or otherwise using any product, you agree and consent to the collection, processing, copying, backup, storage, transfer and use of the Personal Data by Athena and its service providers for the purposes specified in the Privacy Policy.
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You agree to comply with applicable law in providing Your Data to us. You represent and warrant that you have obtained all necessary rights, releases and permissions to provide all Your Data to Athena and to grant the rights granted to Athena in this EULA and Your Data and its transfer to and use by Athena as authorized by you under this EULA do 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 authorized herein is not inconsistent with the terms of any applicable privacy policies. Athena 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. You will not store personally identifiable information or other protected information in any data field in any Product which is not intended for the storage of personally identifiable information. You acknowledge and agree that we may disclose personally identifiable information under special circumstances, such as to comply with law.
Support and Maintenance
Athena will provide the support and maintenance services where specified for the Products during the period for which you have paid the applicable fee. You shall provide Athena with reasonable access to your materials, systems, personnel or other resources as reasonably necessary for Athena’s provision of Support and Maintenance; if you do not provide such access, Athena’s provision of Support and Maintenance will be excused until you do so.
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You may submit requests for support via the applicable Product support portal as set forth in the Documentation.
Taxes
Payments made by the Licensee under this Agreement exclude any taxes or duties payable in respect to the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Athena, the Licensee must pay to Athena the amount of such taxes or duties in addition to the License Fee under this Agreement.
Free Products
Athena may offer certain Products to you at no charge and/or without full functionality, for evaluation purposes, trial use, and access to Beta Versions. Your use of free Products is subject to this EULA and may also be subject to any additional terms that we specify upon providing you with the free Products and is only permitted for the period designated by us.
Free Products may not have full functionality. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use free Products at any time and for any reason in our sole discretion, without liability to you.
Intellectual Property and Ownership
Athena shall at all times retain ownership of the Software as originally downloaded by Licensee and all subsequent downloads of the Software by Licensee. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Athena. Athena apps are made available on a limited license or access basis, and no ownership right is conveyed to Licensee, irrespective of the use of terms such as “purchase” or “sale”. Athena has and retains all rights, titles and interests, including all intellectual property rights, in and to the Athena apps (including all free products), their “look and feel”, any and all related or underlying technology, and any modifications or derivatives.
Athena reserves the right to grant licenses to use the Software to third parties.
Termination
Athena may immediately and unilaterally terminate this Agreement as a whole, without any prior notice, and without paying any compensation, if;
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In the event of termination of this Agreement for any reason whatsoever, You shall cease all use, and destroy or return to Athena any copies of the Products, and delete any and all accounts You may have established which are accessible through the Products. Any of Your obligations under this Agreement which by their nature are intended to survive the termination of this Agreement or Your use of the Products shall continue to apply to You after the termination of this Agreement or You cease to use the Products.
Warranty and Disclaimer
Due Authority
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
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Any disclaimers of warranty or liability under this Agreement shall extend to affiliates, employees, consultants and other third party service providers.
Export Restrictions
The export of the Products may be subject to control or restriction by applicable local laws. You are solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. You agree not to export the Products from any country in violation of applicable legal restrictions on such export.
Changes to this Agreement
Athena may update or modify this Agreement periodically, including any referenced policies and other documents. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any such modifications. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the technical contact you designate in the applicable Order, posting on our website or the product itself). Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms. If you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.
With respect to No-Charge products, accepting the updated Agreement is required for you to continue using the No-Charge products. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge products.
General Provisions
The failure of Athena to exercise or enforce any of its rights or provisions of this Agreement shall not constitute a waiver of such right or provision.
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