The End-User License Agreement (“EULA”), is a legally binding agreement between you (hereinafter referred to as the “Licensee”), an individual or a single legal entity, and Vansah a suite of products for Jira and Confluence owned and operated by Testpoint Pty Ltd that owns the rights to the Software (hereinafter referred to as the “Licensor”), granting you the right to use the Software ("Software"). By purchasing the Software from Atlassian, Reseller or Directly from Licensor (“Purchase”), you acknowledge and accept this EULA, which shall be effective from the date of Software receipt.

Please note that an amendment or addendum to this EULA may accompany the Software. By installing, copying, downloading, or otherwise using the Software, you agree to be bound by the terms and conditions set forth in this EULA.

If you do not agree to these terms, you are not authorized to install, copy, download, or use the Software. For any inquiries or discussions regarding the terms within this EULA, please submit a support ticket through our designated Licensing and Billing support channel.

Unless you have a different license agreement signed by Licensor your use of the Software indicates your acceptance of this license agreement and warranty. Upon acceptance of this End User License Agreement (EULA), Licensor grants the Licensee the non-exclusive privilege to use the Software, subject to the conditions outlined below:

General License Terms

2.1 Use

Your license to use the Software is limited to the number of licenses purchased by you.

2.2 Duration

In accordance with this EULA, the duration of the granted term is determined based on one of the following:

The Licensor retains all right, title, and interest in and to the Data. The Licensor may use, modify, and disclose Data for its business purposes, including improving and enhancing the Software and services.

The Licensee retains all right, title, and interest in and to the Customer Data. The Licensor acknowledges that it acquires no right in any Customer Data and may only use Customer Data solely for the purpose of supporting the Licensee and Software as expressly permitted by this Agreement.

Licensor reserves all rights not expressly granted to the Licensee in this EULA. The Software and all copies thereof are protected by copyright and other intellectual property laws and treaties. Licensor or its relevant third parties own the title, copyright, and all other intellectual property rights in the Software and all subsequent copies of the Software. The Software is licensed, not sold and the Licensee does not acquire any rights of ownership in the Software hereunder.

This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software (“Supplementary Software”) that Licensor may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the Software, unless Licensor provides other terms along with any Supplementary Software. Licensor reserves the right to discontinue any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Software.

Should any support services be provided by Licensor to the Licensee, then Licensee may request information about such services and such services may be subject to the payment of additional Fees.

Licensee must at all times:

(a) ensure that only an Authorized User uses the Software and only in accordance with the terms and conditions of this EULA,

(b) ensure that the Software is not used for rental, timesharing, subscription service, hosting or outsourcing.

Licensee must not, whether through negligent act or omission, or without the prior written consent of Licensor, which may be withheld at Licensor’s discretion and include certain conditions:

(a) decompile; reverse engineer; disassemble; modify; adapt; create derivative works from; or otherwise attempt to derive; any part or whole of the Software;

(b) directly or indirectly access or use any Embedded Software independently of the rest of the Software;

(c) vary or amend the Software (including any Embedded Software; Protected Code or Accessible Code);

(d) except as otherwise permitted in this EULA, publish; promote; broadcast; circulate or refer publicly to the Licensor name; trade name; trademark; product name, service mark or logo;

(e) commit any act or omission the likely result of which is that Licensor’s or any of its third party suppliers’ reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Licensor’s interests;

(f) distribute the Software via OEM Distribution without entering into a separate OEM Distribution Agreement with Licensor; or

(g) copy or embed elements of the Accessible Code contained in the Software into other software.

The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Licensor and its third party suppliers. Licensee must not modify or alter those features to try to defeat the Software or use rules that the license protection mechanisms are designed to enforce. Any such attempt by the Licensee will result in the immediate termination of any license granted under this EULA.

Some components of the software are governed by "Open Source Software" licenses. Certain Open Source Software is owned by third-party entities. The Open Source Software listed in the table below is exempt from the terms and conditions outlined in this EULA.

If the Licensee discovers it has breached any of its obligations under this EULA the Licensee must immediately report such breach to Licensor by raising a ticket.

Where a breach involves the distribution or use of Software outside of the terms of the User License or any Additional User License (including but not limited to the use and distribution of Embedded Software), Licensor and/or any third party owner of Embedded Software will be entitled (without prejudice to any other right or claim that Licensor or any third party owner of Embedded Software may have against Licensee) to charge Licensee, in addition to any other Fees payable by Licensee under this EULA, a fee calculated based on the number of prohibited distributions or uses multiplied by the respective list prices that Licensor and/or any third party owner of Embedded Software charges for the Software or Embedded Software respectively.

If Licensor reasonably suspects the Software has been distributed to or obtained by any person or party without Licensor’s prior written consent, that Embedded Software is being varied or accessed or used independently of the Software or that Licensee is otherwise breaching a term of this EULA and in particular, but without limitation, its obligations under clause 6, Licensor reserves the right to require the Licensee to provide an unqualified certificate executed by the Licensee’s auditor verifying compliance with the terms of this EULA. Such requests shall be made no more frequently than once per calendar year. If such an unqualified certificate is not received by Licensor within ninety (90) calendar days of being required, it will be considered that a breach of this EULA has occurred allowing Licensor to terminate the licenses granted under this EULA.

9.1 Without prejudice to any other rights and in addition to any other termination rights in this EULA, Licensor may terminate with immediate effect, this EULA if:

(a) the Licensee fails to comply with the terms and conditions of this EULA; or
(b) Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts; or
(c) Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Licensee (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee; or
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over Licensee (being a company); or
(f) the holder of a qualifying floating charge over the assets of Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver; or
(g) a person becomes entitled to appoint a receiver over the assets of Licensee or a receiver is appointed over the assets of Licensee; or
(h) a creditor or encumbrancer of Licensee attaches or Licensee takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Licensee’s assets and such attachment or process is not discharged within 14 days; or
(i) Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

(j) Licensee operating from any country that is prohibited by Atlassian

9.2 Immediately upon termination of a license granted under this EULA, the Licensee must at its own cost:

(a) cease permitting access to and procure that all authorized Users immediately cease all use of the Software;

(b) remove all copies of the Software from its computer systems or any Uncontrolled Systems;

(c) provide Licensor with written certification that it has destroyed all copies of the Software including but not limited to all Accessible Code in its possession, custody or control.

If the Software becomes, or in the opinion of Licensor may become, the subject of a claim of infringement of any third party’s intellectual property rights, Licensor may, at its option and in its discretion:

(a) procure for Licensee the right to use the Software free of any liability;

(b) replace or modify the Software to make it non-infringing; or

(c) refund any license Fees related to this Software paid by Licensee.

The foregoing states the sole liability of Licensor and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Licensor under this EULA.

Licensee will indemnify and hold harmless Licensor against all costs, expenses, losses and claims made against Licensor as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s unauthorized use of the Software under this EULA.

Licensee acknowledges and agrees that if Licensee breaches this EULA and Licensor or any third party owner of Embedded Software suffers any loss, damage, cost or expense directly or indirectly in connection with the breach, Licensor or the relevant third party owner of the Embedded Software may bring an action directly against Licensee.

The Licensor makes no guarantee that:

To the maximum extent permitted by applicable law in the jurisdiction in which the Software or any Supplementary Software is supplied or Maintenance is provided, Licensor and its third party suppliers/resellers provide the Software and any Maintenance AS IS and WITH ALL FAULTS, and except otherwise expressly contained in the EULA, hereby disclaim all other warranties and conditions, whether express, implied or statutory.

Notwithstanding any damages Licensee might incur for any reason whatsoever to the maximum extent permitted by applicable law the entire liability of Licensor and any of its third party suppliers under any provision of this EULA and Licensee’s exclusive remedy hereunder shall be limited to an amount of the liability up to a maximum of the sum of the multiple of two times the amount actually paid by the Licensee for the Software within the current marketplace maintenance period.

Notwithstanding anything else in this section 12, to the maximum extent permitted by applicable law, in no event shall Licensor or its third party suppliers be liable for any loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of customer data; special; incidental; punitive; indirect; or consequential damages whatsoever arising out of or in any way related to the use of or inability to use the Software; the provision of or failure to provide Maintenance or other services; information; software; and related content through the Software or otherwise arising out of the use of the Software; or otherwise under or in connection with any provision of this EULA, even in the event of the fault; tort (including negligence); misrepresentation; strict liability; breach of contract; or breach of warranty of Software or any third party supplier, (including any such liability for the acts or omissions of its employees, agents and subcontractors); and even if Licensor or any third party supplier has been advised of the possibility of such damages.

(a) the possession, use, development, modification or maintenance of the Software (or any part thereof) by the Licensee other than in accordance with this license, if the infringement would have been otherwise avoided; or
(b) misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by; or
(c) any breach of the Licensee’s obligations under this license; or
(d) any modification not authorized by Licensor resulting in a departure from the license; or
(e) any operator error on the part of the Licensee.

Licensee grants Licensor the right to include Licensee as a customer in Software promotional material, including Licensee’s logo. Licensee can deny Licensor this right at any time by submitting a ticket, requesting to be excluded from Software promotional material. Requests made after purchasing may take twenty (20) calendar days to process.

Licensor reserves the right to amend this EULA and any policies which reference the EULA. Such amendments may include, but are not limited to, modifications to terms, conditions, and policies to reflect changes in business practices, law, or regulation. Notices to Licensee must be provided to the billing or technical contact provided to Atlassian on registration. Notices will be either via email, on its website or through the Software.

This EULA and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Australia (NSW).

Notwithstanding the foregoing, the parties reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction (e.g. local courts at the Licensee place of residence) prior to, during, or after commencement or prosecution of arbitration proceedings or the final decision and award of the arbitrators.

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.

16.1 This EULA(and any addendum or amendment to this EULA which is included with the Software) is the entire agreement between the Licensee and Licensor relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.

16.2 Each party acknowledges that, in entering into this EULA (and the documents referred to in it), neither relies on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to this EULA or not) other than as expressly set out in this EULA or those documents.

16.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this EULA.

16.4 Nothing in this clause shall limit or exclude any liability for fraud.

17.1 If Licensor fails, at any time during the term of this EULA, to insist upon strict performance of any of the Licensee’s obligations under this EULA, or if Licensor fails to exercise any of the rights or remedies to which it is entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.

17.2 A waiver by Licensor of any default shall not constitute a waiver of any subsequent default.

17.3 No waiver by Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing.

18.1 If any provision of the EULA(or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties.

Nothing in the EULA is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

In this EULA, the following rules apply:

20.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

20.2 A reference to a party includes its personal representatives, successors or permitted assigns;

20.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

20.4 A reference to one gender includes a reference to the other gender.

20.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

20.6 A reference to writing or written includes faxes, e-mails, communications via websites and comparable means of communication.

20.7 We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms, at any time. Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. Unless explicitly stated otherwise, any new features that augment or enhance our software shall be subject to the Terms.

It is your responsibility to check the Terms periodically. Your continued use of our software following the posting of changes will mean that you accept and agree to the changes.

21.1 All suggestions or feedback provided by You to Licensor with respect to the Software shall be Licensor’s property. Licensor may use, copy, modify, publish, or redistribute Your submission and its contents for any purpose and in any way without any compensation to You. You also agree that Licensor does not waive any rights to use similar or related ideas previously known to Licensor, developed by its employees, or obtained from other sources.

21.2 Notwithstanding any contrary provision set forth herein, Licensor shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software any comments, enhancement requests, recommendations or other feedback provided by you and relating to the operation of the Software.

Licensee will receive 500 GB of disk storage space. Licensor shall notify Licensee when the storage usage exceeds 90% of the allocated limit. This notification aims to ensure proper usage and support any archiving requirements. Licensee is responsible for managing their storage within the allocated limit and responding promptly to any Licensor notifications received that require Licensee's action. Upon reaching the storage limit, Licensor reserves the right to restrict additional usage until Licensee has responded appropriately to Licensors action request.

Licensee may purchase a 100GB data storage allowance add-on after exceeding the limit. The cost of storage Add-On will be charged $350 USD for 12 months charged separately to standard fees. The add-on charge will continue to apply until storage limit has been reduced to the storage space limit. For the most up to date information on our data storage allowance add-on, please reach out to our support by creating a ticket.

In addition to this EULA, the Licensor and Licensee agree to comply with the following related policies as listed in the table below, incorporated by reference and form an integral part of this EULA:

Clauses 1, 4, 5, 7, 9, 11, 12, 13, 14, 15, 16, 19, 20, 21 and 23 shall survive any termination of this EULA.