EULA

Owned by Safa Ulukışla
Last updated: Şub 09, 2024
10 min read

 

Athena IT Solutions End User License Agreement

Date of issue: 2023-12-07

“Athena” refers to Athena Bilişim Çözümleri A.Ş., for and on behalf of itself, its subsidiaries and its affiliates under common control. “Customer”, “Licensee”, “You” or “Your” refers to the individual or entity that has agreed to use the products (as defined below) for and on behalf of itself, its subsidiaries and its affiliates under common control. Whereas “Software” or “Application” refers to the Athena software applications and any accompanying program documentation operating on Atlassian host products on premises and/or installed on Your servers; “DataCenter Product” refers to Athena Software designed and licensed for Atlassian DataCenter Edition host products; “Cloud Products” refer to cloud-based Athena products and services running integrated with Atlassian Cloud, (Software, DataCenter Products and Cloud Products are collectively referred to as “Products”) all as specified in your online order at Atlassian Marketplace (“Order”).

This Athena End User License Agreement (the “Agreement”) is between you and Athena. Athena may modify this Agreement from time to time, subject to the terms in section "Changes to this Agreement" below.

By accessing, downloading, installing, copying, clicking on an ″accept″ button, or otherwise using any product, you agree to the terms of this eula. If you are accepting these terms on behalf of an entity, such as the company you work for, you represent to us that you have full authority to bind that entity to these terms. If you do not agree to the terms of this eula, you may not install, copy, download or otherwise use the software.

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.

Protected Code means any source code that is protected against the access of the Licensee and any third party without Licensor’s prior written permission and is otherwise not accessible under this EULA.

Atlassian Marketplace means the online marketplace that provides downloadable, accessible, and cloud-based application Products available at: https://marketplace.atlassian.com or its successor.

Reseller means the Atlassian Marketplace which is selling and distributing Athena products.

Software means the Athena software that accompanies this EULA, which includes computer software, code and may include associated media, printed materials, online or electronic documentation, Internet-based services, and Embedded Software. 

User License means a license granted under this EULA to the Licensee to permit an Authorized User to use the Software. The number of User Licenses granted to the Licensee depends on the Fees paid by the Licensee.

Licensed Content means a range of digital content and media such as images, audio, video provided by Athena and other content providers to use in our Products.

Atlassian Software means Software developed by Atlassian i.e. Jira, Confluence.

Authorized User refers to a named user that accesses and uses Software under this EULA. The number of Authorized Users may not exceed the number of users purchased by Licensee on the Atlassian Marketplace.

Authorized Use refers to the installation of Athena Software on a physical server of Licensee's choosing or installation in an Atlassian Cloud instance and the use of Athena Software by Authorized Users for the Licensee’s internal business purposes in accordance with the terms of this Agreement. 

Licensee means the person, company, organization or other entity on whose behalf you are ordering a Software and entering into this EULA.

License Fee means the total amount paid and payable to Athena by the Licensee for the Software.

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.

Licensee ensures that only an Authorized User uses the Software and only in accordance with the terms and conditions of this EULA.

Licensee ensures that the Software is not used for rental, timesharing, subscription services, hosting or outsourcing services.

If not otherwise stated in the Order, the License Term will be 12 months upon your receiving license keys, gaining access, or otherwise being provided the ability to install the Software.

Licensee may not, without the prior written consent of Athena:

  • 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 of Athena and its third party suppliers. Licensee must not modify or alter those features to try to defeat the license protection mechanisms. Any such attempt by Licensee will result in the 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.

We take privacy very seriously and we follow the law and industry standards to keep your private information private. We use reasonable efforts to secure private information from loss, misuse, unauthorized access, disclosure, alteration and destruction. We will not sell or otherwise redistribute to third parties any information we collect from you, except as authorized by you or as described in this Section or in our Privacy Policy. All such data and information will be collected and used by Athena in accordance with Athena’s Privacy Policy.  

The nature of data is such that we cannot, however, guarantee that in all cases Your Data will be retrievable or able to be reconstructed in the event of loss or damage to Your Data or any storage nodes. Therefore, you are responsible for maintaining your own backup of all of Your Data and for its reconstruction if we are reasonably unable to retrieve it from our redundant storage nodes.

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.

You acknowledge that, the Maintenance Period shall not exceed the License Term set forth under this Agreement and that Athena makes no warranties or representations of any kind in regard to any initial response time, service hours or incident resolution.

Any support services provided by Athena and described separately in documentation to the Licensee specifically may be subject to the payment of additional Fees.

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;

  • You fail to comply with the terms and conditions in this Agreement; or,

  • You commence a judicial or administrative proceeding under insolvency laws for the purpose of reorganization or liquidation or restructuring; or,

  • You suspend or threaten to suspend payment of Your debts, or are unable to timely pay Your debts, or admit inability to pay Your debts, or are deemed unable to pay Your debts.

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.

Warranty Disclaimer

All Products are provided “as is,” and Athena and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement (apart from 3rd party intellectual property infringement), title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory.  Athena shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Athena.

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.

If any part of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to maintain the intent of this Agreement, and the other parts shall remain in full force and effect. 

You may assign this Agreement to succeeding parties in the case of a merger, acquisition or change of control, provided that; (a) Athena is notified in writing within sixty (60) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this Agreement and (c) upon such assignment, the assignor shall no longer use the Products. Athena may at any time assign its rights and obligations under this Agreement without Your consent.