This Customer License Agreement dated 7th November 2020 (the “Agreement”) is between you and Quuboid. “Quuboid” refers to Martin Cassidy, a UK sole trader, operating under the trading name Quuboid. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer”, “Licensee” or “you” means your company, and you are binding your company to this Agreement. Quuboid may modify this Agreement from time to time, subject to the terms in section “Changes to this Agreement” below.
By ordering, downloading, installing and/or using any part of the “Software” (as defined in section “The Software”) you indicate your consent to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not install, copy, download or otherwise use the Software.
The Software
The definition of “Software” in this Agreement is defined only as software created by Martin Cassidy and distributed under the Quuboid name. Software does not include any other software including, but not limited to, any software created by Martin Cassidy under any other names, any Atlassian products and/or any other third party add-ons, plugins and/or similar products (“Third Party Products”).
The Software is made available by Quuboid through Atlassian Pty Ltd.’s (“Atlassian”) online marketplace (the “Atlassian Marketplace”). The Software comprises add-ons and plugin features to Atlassian products. Quuboid may also make software available to the Customer through cloud services.
The Customer’s procurement and use of any Third Party Products are regulated under separate agreements solely between the Customer and relevant third party. Accordingly, Quuboid is not, whatsoever, responsible for any Third Party Products.
Quuboid is not responsible for the content on, or services provided by websites or other online content, when such content and/or services are owned and controlled by a third party (“Third Party Material”). Quuboid may provide links and access to Third Party Material for the convenience of the Customer, which under no circumstance can or shall be interpreted as if Quuboid takes responsibility for such Third Party Material.
The Licence
Quuboid grants the Customer a non-transferable, non-sub-licensable, non-exclusive, time-limited license (the “License”), revocable at Quuboid discretion, to use the Software.
The License only allows the Customer to use the Software as received at the time of download and/or install, for the specified number users as specified in the purchase order for the Software, for use in a single installation of an Atlassian product. No other use of the Software is allowed without pre-approval by Quuboid in writing.
Quuboid may modify or discontinue offering the Software at any time, and this Agreement does not give the Customer any rights that are not expressly and explicitly granted herein. Quuboid may, at its sole discretion and from time to time, also make updates and/or enhancements of the Software.
If required in order to provide the Software or other services, Quuboid is entitled to use data provided and/or uploaded by the Customer as well as access the Customer’s account. Provided that Quuboid has used the Customer’s data and account as directed or enabled by the Customer, Quuboid is not liable for any damage or inconvenience which the Customer or any third party may suffer. The License is subject to the Customer’s full compliance with all the terms and conditions of this Agreement.
Use of the Software
The Customer shall be solely responsible for obtaining and maintaining any equipment and/or ancillary services needed to access, connect to, or otherwise use the Software, including, without limitation, hardware, software and telephone services. The Customer shall be solely responsible for ensuring that such equipment and/or ancillary services are compatible with the Software as well as keeping passwords and other log-in information secure from unauthorised users. Accordingly, the Customer is also solely liable to bear all costs connected therewith.
The Customer shall be solely and exclusively liable for:
- All information and/or data which the Customer posts, uploads, transmits, processes, disseminates or otherwise shares with others by use of, or in connection with the Software
- The results which the Customer achieves by its use of the Software
- Any loss and/or damages and costs incurred due to incompatibility between the Software or updates to it and any Atlassian product or any Third Party Products the Customer has installed or otherwise uses, and any other issues that may arise as a result of the interaction or non interaction between the Software and Third Party Products or similar products
- Any damage or liability to any party resulting from the Customer’s use of the Software
- Any unauthorised use of the Software.
The Customer shall:
- Maintain and not remove or obscure any proprietary notices on the Software
- Ensure that only an authorised user may use the Software and only for use in accordance with the terms and conditions of this Agreement
The Customer shall not:
- Use the Software in any manner or for any purpose that violates this Agreement, any law or regulation, including but not limited to privacy rights and export laws, any right of Quuboid or third party, including but not limited to intellectual property rights;
- Sell, distribute, assign, license, transfer, monitor or copy all or any part of the Software or any source or object code made available as part of the Software to any third party
- Reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Software or parts of the Software or attempt to do any of the foregoing
- Interfere with or disrupt the Software
- Rent, lease, loan or provide any other party access to the Software without Quuboid’s pre-approval in writing.
The Customer shall refrain from submitting any personal data to the Software. If the Customer submits personal data in breach of this Agreement, the Customer shall compensate Quuboid for all damages which Quuboid is ordered to pay by way of settlement or under a judgment and to compensate Quuboid for other costs incurred by Quuboid in connection therewith.
If the Customer or an authorised user uses the Software in a manner for which it is not intended or otherwise may harm the Software, Quuboid is entitled to restrict or suspend the Customer’s access to the Software. Accordingly, Quuboid is also entitled to remove and/or restrict the Customer’s data. Following such event, the Customer’s obligation to pay for the License shall not be suspended.
If claims are made against Quuboid or legal action is taken against Quuboid because of the Customer’s use of the Software, the Customer undertakes to compensate Quuboid for the remuneration and damages which Quuboid is ordered to pay by way of settlement or under a judgment and to compensate Quuboid for any other costs incurred by Quuboid in connection therewith.
Support
Quuboid will provide online technical support to the Customer, to one or more designated contacts specified by the Customer in connection with the purchase and use of the Software.
Quuboid will endeavour to respond to all technical support queries within 24 hours, however no guarantee is offered and Quuboid is not liable for any damages to the Customer or any Third Party that occur if a query is not answered within this timeframe.
The online technical support is for the sole purpose of addressing technical issues relating to the use of the Software. The support section of the Agreement is only valid for Customer’s having paid the applicable license fee for the Software and only for the time period which the license fee covers in accordance with the purchase order.
Intellectual Property Rights
The Customer acknowledges that all rights, title and interest in the intellectual property in the Software including, but not limited to, all copyrights, patents and trade secrets therein and all documentation and manuals relating thereto are and shall remain the sole and exclusive property of Quuboid.
The said intellectual property in the Software is licensed on a non-exclusive basis and not assigned by Quuboid to the Customer. Upon termination or expiry of this Agreement, for any reason, all rights and licenses of the Customer under the Agreement shall terminate.
If the use of the Software become, or in the opinion of Quuboid may become subject of a claim of infringement of any third party’s intellectual property, Quuboid may, at its option and in its discretion either: (i) procure for Customer to use the Software free of any liability, (ii) replace or modify the Software to make it non-infringing or (iii) terminate the Customer’s right to continue using the Software and refund any licence fee related to the Software paid by the Customer.
Warranty Disclaimer
Quuboid does not, whatsoever, warrant or support any Third Party Products and disclaims all liability for such products and/or services delivered in connection therewith.
Quuboid strives to keep the Software error free and available to the Customer, but provides the Software on an “as is” and “as available” basis. Accordingly, Quuboid makes no warranty of any kind, express, implied or statutory, and Quuboid expressly disclaims all warranties, including without limitation, any implied warranties of merchantability, functionality or fitness for a particular purpose.
Quuboid does not warrant results of use or that the Software is bug free or error free or that its use will be uninterrupted.
Liability
Quuboid shall under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise be liable to the Customer or any other person or entity for any direct, indirect, incidental, special, exemplary or consequential damages, including, but not limited to, damages of persons or property, procurement of substitute goods or services, lose of use, lose of data, lose of profits, or business interruption which the Customer or a third party may incur in any way from the use, or inability to use the Software.
Quuboid shall not be liable to any extent for data secrecy in connection with the transfer of information and/or data by use of the Software.
Indemnity
The Customer hereby indemnifies and hold harmless Quuboid from any claims, damages, liabilities, costs and fees (including any fees for legal counsel) arising from:
- The Customer’s failure to comply with any term of this Agreement
- The use of the Software in combination with other hardware, software or other systems
To the maximum extent permitted by applicable law, the Customer hereby release, and waive all claims against, Quuboid from any and all liability for claims, damages (whether actual or consequential), costs and expenses (including all litigation costs) of every kind and nature, arising out of or in any way connected with use of the Software.
Trial Software
If the Customer uses a trial version of the Software (the “Trial Software”), this section applies to the Customer. All other sections of this Agreement apply in relation to any Customer using the Trial Software.
The Customer may only use the Trial Software for internal evaluation purposes only. The Customer’s right to use the Trial Software is limited to thirty (30) days or other trial periods as authorised by Quuboid. After the expiration of the trial period, the Trial Software to cease to function and Customer is thereafter not entitled to use the Software
The Customer, and/or any other person or entity, that use the Trial Software have during the trial period no right to receive support or any kind of service from Quuboid, and what is stated in section named “Support” above only applies to Customer’s which have paid the applicable license fee for the Software.
Term and Termination
The Agreement shall come into force on the date when the Customer downloads, installs and/or start using the Software and shall remain in force and effect until this Agreement has been terminated.
The Agreement may be terminated by Quuboid at any time, subject to a notice period of thirty (30) days. The Agreement may be terminated by the Customer at any time, by uninstalling the Software and notifying Quuboid.
On termination of this Agreement, the Customer shall no longer be entitled to use the Software. If the Customer breaches any terms or conditions of this Agreement or fails to pay the applicable license fee for the Software, Quuboid shall have a right to terminate the Agreement with immediate effect and demand compensation from the Customer for all damage incurred by Quuboid in connection with the Customer’s breach of contract.
Quuboid shall also be entitled to terminate this Agreement with immediate effect if the Customer is declared bankrupt, suspends its payments or otherwise can be deemed to be insolvent.
Quuboid may, to a reasonable extent and within a reasonable period of time after this Agreement has expired, remove or delete Customer’s data.
Governing and Law Disputes
This Agreement shall be applied, governed by and construed in accordance with UK law, without regard to or application of choice of law rules or principles. Any dispute arising out of, or in connection with, this Agreement shall be exclusively resolved before the UK general courts.
Changes to this Agreement
We may update or modify this Agreement from time to time including any referenced policies and other documents. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement 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 using any contact information supplied by the Customer. Your continued use of the Software 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.
Miscellaneous
No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind Quuboid in any respect whatsoever.
Quuboid’s failure to exercise any right provided by this Agreement shall not be deemed, or interpreted as, a waiver of that and/or any further rights in accordance with this Agreement.
Quuboid reserves the right to amend, add or remove functions in the Software or to amend this Agreement.
Quuboid shall, at its sole discretion, be entitled to assign this Agreement or any rights hereunder without giving prior notice thereof.
Notices to the Customer shall be sent to the e-mail address specified by the Customer in connection with the purchase of the Software. Such notice shall be deemed to have been received by the Customer unless the Customer can prove otherwise.