END USER LICENCE AGREEMENT
It all started when…
This End User Licence Agreement (Agreement) is between Automation for Jira (under the business name Code Barrel Pty Ltd) (ABN 46 610 708 819) (referred to as Code Barrel) and you, the person, entity or organisation subscribing to or purchasing Code Barrel’s software or software as a service, as applicable (referred to as you or your), collectively referred to as the Parties and each a Party.
Your access to the Services is subject to your purchase or licence of the applicable products manufactured by Atlassian Pty Ltd (ABN 53 102 443 916) (Atlassian). Atlassian is not a party to this Agreement.
This Agreement governs your access to and use of Code Barrel software (Software) and any related materials, media or services made available to you via the Atlassian Marketplace, available at: https://marketplace.atlassian.com/ (Atlassian Marketplace) including but not limited to any hosting services or provision of a cloud-based environment and any related support services (together with the Software referred to as Services).
1.1 You accept this Agreement by:
(a) clicking the “I accept” button or equivalent on Code Barrel’s Atlassian Marketplace portal when subscribing to or purchasing the Services; or
(b) confirming by email that you accept the Terms.
1.2 You warrant that by accessing (including by installing) and/or using the Services:
(b) you have the legal capacity to enter into a legally binding agreement;
(c) you have authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you are using the Services; and
(d) you have all hardware, software, software licences and services which are necessary to access and use the Services; and you agree to use the Services in accordance with this Agreement.
1.3 You agree that the Services will only be used by users who are your employees, contractors or authorised agents acting in the ordinary course of business, directly working for or managed by you and who you permit to use the Services (Authorised Users). You must ensure that each Authorised User using or accessing the Services does so in accordance with the terms of this Agreement.
1.5 The supply of the Services relies on products and services supplied by third parties including third party infrastructure and services or products provided by Atlassian. Where any third party terms apply, Code Barrel will use reasonable endeavours to notify you of such terms via the Services.
2. GENERAL DATA PROTECTION REGULATION
2.1 The General Data Protection Regulation 2016/679 (GDPR) is a European Union law on data protection and privacy for individuals located within the European Union and the European Economic Area. You may need to comply with the GDPR; for further information you should review Atlassian’s FAQs on GDPR compliance and seek your own professional advice, where necessary.
2.2 If the processing, by us, of any of the personal data of, or relating to, your Authorised Users, or customers or clients (Company Personal Data) is governed by the GDPR, the additional terms of Code Barrel’s Data Processing Schedule (DPS) apply and form part of this Agreement. The DPS is publicly available on the Site.
2.3 You acknowledge and agree that in collecting, holding and processing Company Personal Data through the Services, Code Barrel is acting as the data processor (as defined in the GDPR) for the purposes of the GDPR. You must obtain all necessary consents from the relevant individual to enable Code Barrel to collect, use, hold and process Company Personal Data in accordance with this Agreement and, if applicable, the DPS.
2.4 You warrant that by accessing (including by installing) and/or using the Services, you have reviewed the DPS and you accept it.
3. SOFTWARE, SERVICES AND ACCESS TO SOFTWARE
3.1 Subject to your agreement to the terms of this Agreement and, if applicable, the payment of fees for access to the Services, Code Barrel grants to you and each Authorised User a non-exclusive, non-transferable, non-sublicenseable and revocable licence to access and use the Software and content provided via the Services in accordance with the intended purpose of the Software.
3.2 Depending on your chosen method of accessing the Software, you and Authorised Users may: access and use the Services via a web-browser; or download and install the Software on any computer, mobile, tablet or other device compatible with the Software (Device). Code Barrel recommends you and Authorised Users access the Services using the recommended browsers or Device as notified to you from time to time.
3.3 To access and permit Authorised Users to access the Services, you must:
(a) submit an order to Atlassian or its authorised reseller (Order) and identify details including name, contact details and other related information as reasonably required (User Information) to enable Code Barrel to supply you with access to the Software;
(b) subscribe to the Services (Subscription) for a period of time as set out on the Order (Subscription Period); and
(c) pay the applicable fees for the Services (Fees), which may be based on the number of Authorised Users you select as being able to access the Services and the method you choose for accessing the Software.
3.4 Upon receipt of the completed Order and any applicable Fees, you will obtain an account (Account) for you or your organisation (as applicable). You are responsible for determining:
(a) what Services you require; and
(b) if you are an organisation with an Account to manage multiple Authorised Users:
(i) who will be an Authorised User of the Services;
(ii) each Authorised User’s access level; and
(iii) whether to revoke an Authorised User’s access to the Services at any time for any reason via your Account.
4.1 You agree to pay the applicable Fees in advance directly to Atlassian as required to enable you and your Authorised Users to access and use the Software. Payment of such fees will be in accordance with the applicable Atlassian Terms.
4.2 Code Barrel’s pricing structure or payment methods may be amended from time to time at its sole discretion.
5. CANCELLATION AND TERMINATION
5.1 You may terminate your Account and/or your access to the Services at any time via your Atlassian product or, where the Software is stored on your Device or server, by not paying the applicable Fees.
5.2 It is your responsibility to retrieve all necessary Data from your Account prior to termination.
5.3 To the extent permitted by law, Code Barrel may suspend your access to the Software and/or terminate this Agreement immediately by notice if:
(a) you no longer have a valid support entitlement and support entitlement number, as defined in the applicable Atlassian Terms;
(b) you breach this Agreement and such breach is incapable of remedy, or you fail to remedy such breach within 5 business days of Code Barrel giving you written notice to do so;
(c) you store an excessive amount of Data, as determined by Code Barrel, or create an excessive load on any of Code Barrel’s servers and you fail to remove such Data promptly upon Code Barrel’s request;
(d) you do not make payment prior to or on the applicable payment due date;
(e) Code Barrel is no longer a Vendor in the Atlassian Marketplace as defined in the applicable Atlassian Terms;
(f) Code Barrel suspects that you are attempting to reverse engineer the Software;
(g) Code Barrel considers that a request for Services is unlawful; or
(h) as a result of an event outside Code Barrel’s control, Code Barrel is unable to supply the Services in accordance with this Agreement.
5.4 On termination of this Agreement:
(a) you must cease using the Services and Code Barrel will cease to provide the Services;
(b) you agree that any payments, including Fees, made are not refundable to you;
(c) in accordance with clauses 5.3(e) and (h), you will be refunded on a pro-rata basis the Fees you have paid in advance for Services not provided as at the date of termination; and
(d) you agree to promptly return (where possible) or delete or destroy (where not possible to return), Code Barrel’s Confidential Information and Intellectual Property, and/or documents containing or relating to Code Barrel’s Confidential Information and Intellectual Property.
5.5 On termination of this Agreement, Code Barrel may retain your documents (including copies) as required by law or regulatory requirements. Your acceptance of this Agreement constitutes your authority for Code Barrel to retain or destroy documents in accordance with applicable statutory periods, or on termination of this Agreement.
5.6 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
5.7 This clause will survive termination or expiry of this Agreement.
6. YOUR OBLIGATONS
6.1 You warrant that all information including User Information provided to Code Barrel is true, accurate and complete.
6.2 You acknowledge and agree that you are responsible for how Authorised Users use the Services and that:
(a) you use and each Authorised User uses the Services at its own risk;
(b) the Services will only be used for your or the Authorised User’s own lawful personal or business purposes in accordance with this Agreement and any applicable Atlassian Terms;
(c) all usernames and passwords required to access the Services are kept secure and confidential;
(d) if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify Code Barrel of such activity;
(e) it is your responsibility to determine that the Services meet your and each Authorised User’s needs and are suitable for the purposes for which the Services are used;
(f) you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided, at your cost, and for providing Code Barrel with the necessary consents, licences and permissions; and
(g) the reliability and availability of the Services is dependent upon factors including but not limited to: your or each Authorised User’s device and operating system; internet connection and choice of web-browser and you should consider the potential for disruption or other difficulties that may affect your use of the Services.
6.3 You acknowledge and agree that each Authorised User:
(a) is authorised to use the Services and to access any Data, User Information or other information they input into the Software or provide to Code Barrel as required for the Services; and
(b) will keep all usernames and passwords required to access the Services secure and confidential.
6.4 You may use the Software on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.
6.5 Other than as set out in this Agreement, Code Barrel is not responsible to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any other person or entity. You agree that:
(a) if you use the Services on behalf of or for the benefit of any third party:
(i) you are responsible for ensuring that you have the right to do so;
(ii) Code Barrel does not warrant the fitness for purpose or suitability of the Software for such third party’s purposes and third parties may not rely on Code Barrel for any purpose;
(b) you are responsible for authorising any person who is given access to your Data, and you agree that Code Barrel has no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and
(c) you will indemnify Code Barrel, on first demand, against any and all claims, expenses, liabilities or losses arising out of or in connection with Code Barrel’s refusal to provide any persons with access to your Data in accordance with this Agreement and Code Barrel making Data available to any person with authorisation from you.
6.6 You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Software complies with laws which are applicable to you, including any laws requiring you to retain records of your Data.
6.7 You and each Authorised User must have safeguards and back up processes in place to recover from any failures or loss of Data which might occur whilst using the Services and protect the confidentiality of your and Authorised Users’ Data with suitable management procedures, as you see fit.
7. PROHIBITED USE
7.1 You acknowledge and agree that you and each Authorised User will not:
(a) use the Services in any manner that is illegal or violates any applicable law or regulation;
(b) attempt to circumvent or disable the Software or any technology features or measures in the Software by any means or in any manner;
(c) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;
(d) use the Site or Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets and patents;
(e) take any action that interferes in any manner with Code Barrel’s rights with respect to the Site or Services;
(f) attempt to undermine the security or integrity of Code Barrel’s computing systems or where the Software, Site or any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
(g) use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services or other systems used to deliver the Software or impair the ability of any other user to use the Site or Services;
(h) attempt to gain unauthorised access to any materials, other than those to which you have been given express permission to access, or to the computer system on which the Software is executed or Services provided; and
(i) transmit or input into the Software any files that may damage any other person's Devices or software, content that may be offensive or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).
7.2 Title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or Services, or accessed through the Site or Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to such content.
7.3 You acknowledge that any breaches of this clause may lead to the termination of this Agreement.
8. INTELLECTUAL PROPERTY
Code Barrel’s Intellectual Property
8.1 All Intellectual Property developed, adapted, modified or created by Code Barrel or its Personnel (including in connection with this Agreement, the Software and the Services) is and will remain owned exclusively by Code Barrel or its third party service providers.
8.2 You must not, without Code Barrel’s prior written consent:
(a) copy or use, in whole or in part, any of Code Barrel’s Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Code Barrel’s Intellectual Property to any third party;
(c) reverse assemble, reverse engineer, reverse compile or enhance the Software;
(d) breach any Intellectual Property rights connected with the Software or the Services, including altering or modifying any of Code Barrel’s Intellectual Property;
(e) create derivative works from any of Code Barrel’s Intellectual Property;
(f) resell, assign, transfer, distribute, publish or make available the Services to third parties (except as permitted under this Agreement);
(g) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services or Software.
8.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, Code Barrel may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that Code Barrel may make such Analytics publicly available, provided that the Analytics:
(a) do not contain identifying information; and
(b) are not compiled using a sample size small enough to make the underlying data identifiable.
8.4 Code Barrel and/or its licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
Your Intellectual Property
8.6 As between you and Code Barrel, (i) all Data is and remains your property, and (ii) you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof. However, if you have elected for Code Barrel to host your Data, your access to such Data and continued use of the Services is contingent on payment of the Fees for your Subscription.
8.7 Licence: You grant Code Barrel a limited licence to copy, transmit, store and back-up or otherwise access the Data, as applicable, solely:
(a) to supply the Services to you (including to enable you and your Authorised Users to access and use the Services);
(b) to diagnose problems with the Services;
© to enhance and otherwise modify the Services;
(d) for Code Barrel’s administrative, support and training purposes;
(e) to develop other services, provided Code Barrel de-identifies the Data; and
(f) as reasonably required to perform Code Barrel’s obligations under this Agreement.
8.8 General: You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide your Data to Code Barrel and to grant the rights granted to Code Barrel in this Agreement; and (ii) the Data and your transfer to and use of the Data by Code Barrel, as authorised by you under this Agreement does not violate any laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies. You acknowledge and agree that Code Barrel is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s), any Authorised User or other third party.
8.9 You and each Authorised User acknowledge that, as the Services interoperate with Atlassian products and other third party products whether integrated by Code Barrel or otherwise permitted by you, Code Barrel may allow Atlassian and the relevant third party to access any inputted Data as required for the interoperation of such products with the Software. Code Barrel is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.
8.10 You and each Authorised User acknowledge that Code Barrel may be granted access to and modify any Data inputted by you and held by Atlassian and relevant third parties as required for the interoperation of such products within the Software.
8.11 Neither Code Barrel nor Atlassian guarantee the security of any Data you store on your Device(s) or server(s) or the Device(s) or server(s) of any Authorised User, contractor, service provider or other third party you engage.
8.12 Code Barrel assumes no responsibility or liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.
8.13 You grant Code Barrel a non-exclusive, worldwide, royalty-free, revocable licence to use any of your marks or logos, whether registered or unregistered in any format for any promotion, publicity, marketing or advertising purposes (Promotional Licence).
8.14 You can revoke the Promotional Licence at any time (including before you make a purchase) by submitting a written request via email to email@example.com, requesting exclusion from future Code Barrel promotional material. Requests made after purchase may take thirty (30) days to process.
8.15 This clause will survive termination or expiry of this Agreement.
9. AVAILABILITY OF SERVICES
9.1 If your Code Barrel Software is a cloud-based product, whilst Code Barrel intends that access to the Software should be available on a full-time basis, it is possible that the Software is unavailable to due to maintenance or other development activity. Code Barrel does not provide any guarantee on uptime and availability of the Software. Where possible, Code Barrel will provide notice to you and Authorised Users of any maintenance or development activity in advance via email.
10. UPDATES AND AVAILABILITY OF SERVICES
10.1 Code Barrel may issue updates to the Services (Updates) from time to time for the duration of this Agreement. Unless otherwise agreed between the Parties whether as part of the Atlassian Marketplace or otherwise, Code Barrel has no obligation to provide you with any support for Updates. Code Barrel provides support as set out on the Site.
10.2 If the Software is installed on your Device or server, you must access the Site to download any available Updates. By installing the Software, you agree to automatically request and receive Updates from Code Barrel or third-party servers. You consent to such automatic updating, and agree that the terms and conditions of this Agreement will apply to all such Updates.
10.3 Code Barrel may choose to modify or discontinue the Services, including any portions of the Services as Code Barrel updates its offerings and adds more features. Code Barrel may stop, suspend or modify the Services at any time with notice to you.
11. FEEDBACK AND DISPUTE RESOLUTION
11.1 Your feedback is important to Code Barrel. Code Barrel seeks to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact any member of Code Barrel’s staff or use the contact details at the end of this Agreement.
11.2 If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith to seek to resolve the dispute.
11.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.
12. LIMITATION OF LIABILITY AND DISCLAIMERS
12.1 Certain legislation including the Australian Consumer Law (ACL) in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by Code Barrel to you which cannot be excluded, restricted or modified (Statutory Rights). If applicable, this Agreement must be read subject to such legislation and nothing in this Agreement removes the applicable Statutory Rights.
12.2 Code Barrel’s liability for the Services provided to consumers is solely governed by the ACL to the extent applicable and this Agreement. To the extent Statutory Rights apply and notwithstanding any provision of this Agreement, Code Barrel limits its liability pursuant to such provisions: for any goods, to the replacement, repair or refund of the cost of goods; or for any services, to the re-supply or the payment of the cost of having the services supplied again.
12.3 To the fullest extent permitted by applicable law, the Services and all material or work are provided to you without warranties of any kind, either express or implied, and Code Barrel disclaims all warranties, without limitation: any implied warranties of merchantability; fitness for a particular purpose; that the Services will be delivered without interruption; or that the Services will be free of viruses, bugs or other harmful components or defects or that such defects will be corrected from the Services.
12.4 You acknowledge that whilst Code Barrel will take reasonable steps to ensure that the Services will be fit for the advertised purposes, Code Barrel gives no guarantees that:
(a) the Services will meet your requirements as the functionality of the Software is dependent upon factors including but not limited to configuration with the end user‘s system and availability of third party products or services;
(b) the Site or Services will work in each of your desired use case scenarios; or
(c) the Site or Services can be executed on every operating system, as it is impossible to test each variant.
12.5 The Services use third party hosting services which are provided without any sort of warranties, and Code Barrel cannot ensure that these third party hosting services are provided free of defect or without interruption.
12.6 Code Barrel does not warrant that use of the Site or Services will be uninterrupted or error free. The operation of the Site or Services is dependent on public telephone services, computer networks and the internet, which can be unpredictable and may from time to time interfere with the use of the Services. Code Barrel accepts no responsibility for any such interference or prevention of your or an Authorised User’s use of the Services.
12.7 You acknowledge and agree that while the information and materials provided on or via the Site or Services or otherwise provided to you by Code Barrel is provided in good faith on an “as is” basis, Code Barrel and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in such materials or information generally contained or produced via the Site or Services. You are solely responsible for (and where applicable you must ensure each Authorised User understands they are responsible for) determining the suitability of any Services and you rely on and information provided to you through the Site or Services at your own risk.
12.8 Code Barrel makes no representations regarding, and accepts no responsibility for, the suitability, accuracy or legality of any forms or results produced by the Services. Further, Code Barrel assumes no obligation to notify you of any changes in the suitability, accuracy or legality of the forms or results produced by the Services including but not limited to the accuracy of financial projections and modelling.
12.9 All risk arising out of the use or performance of the Services remains with you. You agree that the use of the Services, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. Code Barrel is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or operating system.
12.10 You acknowledge that Code Barrel may pursue any available equitable or other remedy against you as a result of your failure to ensure that each and every Authorised User complies with all provisions of this Agreement.
12.11 In no event will Code Barrel or its licensors be liable for any consequential, incidental, indirect, special, punitive or other damages whatsoever arising out of this Agreement or the interruption to, use of or inability to use the Services, even if Code Barrel has been advised of the possibility of such damages.
12.12 Code Barrel or its licensors’ liability for breach of any of its obligations under this Agreement for the Services, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total Fees paid to access and use the Services in the 12 months preceding the date which liability arose. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
13.1 You will be liable for and agree to indemnify, defend and hold Code Barrel harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) any breach of this Agreement by you or an Authorised User;
(c) any misuse of the Services, from or by you, your employees, contractors or agents or an Authorised User;
(d) any breach of law, regulation or licence by you or an Authorised User; and
(e) any claim brought by a third party including any Authorised User against a Party arising out of or in connection with: your or an Authorised User’s use of the Site or Services; or your Data.
13.2 You agree to co-operate with Code Barrel (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Site or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given to Code Barrel.
13.3 The obligations under this clause will survive termination of this Agreement.
14. EXPORT RESTRICTIONS
14.1 You may not use or otherwise export or re-export any Services except as authorised by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.
14.2 Code Barrel is not liable for your or an Authorised User’s use of the Site or Services in countries other than as specified on the Site or in this Agreement.
15. US GOVERNMENT USERS
15.1 If you and your Authorised Users are U.S. Government end users, Code Barrel is providing the Services to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by Code Barrel for the Services are the same as the rights Code Barrel customarily grant to others under this Agreement.
16.1 Any notice required or permitted to be given to you under this Agreement will be addressed to you at the email address provided by you on the Order.
16.2 Any notice required or permitted to be given to Code Barrel under this Agreement must be addressed to Code Barrel using the contact details at the end of this Agreement.
17. RELATIONSHIP OF PARTIES
17.1 Neither Party is authorised to bind the other Party in any way without the prior written consent of the other Party.
17.2 The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.
18. RIGHTS OF THIRD PARTIES
18.1 Any person or entity who is not a party to this Agreement has no right to benefit under or to enforce any of the terms of this Agreement.
19.1 This Agreement is personal to you. You must not assign or deal with the whole or any part of your rights and/or obligations under this Agreement without the prior written consent of Code Barrel.
19.2 Any purported dealing in breach of this clause is of no effect.
20. WAIVER OR VARIATION OF RIGHTS
20.1 Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
20.2 A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
21. POWERS, RIGHTS AND REMEDIES
Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.
22. FORCE MAJEURE
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (Force Majeure), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs and work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents or affiliates.
23. CONSENTS AND APPROVALS
Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
24. FURTHER ASSURANCE
Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to this Agreement.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.
26. ENTIRE AGREEMENT AND UNDERSTANDING
26.1 The date of this Agreement is the date that this Agreement is accepted by you.
26.2 In respect of the subject matter of this Agreement:
(a) this Agreement contains the entire understanding between the Parties; and
(b) all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement.
Code Barrel may, at its discretion, vary this Agreement and will use reasonable endeavours to notify you of these changes by, for example, publishing varied terms on the Site, sending an email to the billing or technical contact you designate in the applicable Order, posting on the Code Barrel blog or on the Atlassian Marketplace. If you object to any revisions, you may cancel or choose not to renew your subscription. Your continued use of the Services following any changes indicates your acceptance of the changes.
28. GOVERNING LAW AND JURISDICTION
28.1 This Agreement and the use of the Services is governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
28.2 The Services may be accessed in Australia and overseas. Code Barrel makes no representation that the Services comply with the laws (including intellectual property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.
The following words will mean:
Intellectual Property includes 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 (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”; but does not include any information which is in the public domain other than through a breach of confidence. Code Barrel’s Confidential Information includes Code Barrel’s Intellectual Property including the Software. Your Confidential Information includes the Data.
For any questions or notice, please contact Automation for Jira at:
Automation for Jira
Code Barrel Pty Ltd (ABN 46 610 708 819)
251 Riley Street
Surry Hills NSW 2010
Last update: 20 December 2018
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