EULA

Last update: 07 June 2020

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IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (hereinafter “EULA” or “Agreement”). YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE OR SERVICE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.

1. Acknowledgment

This End User Licence Agreement (EULA) is a binding legal agreement between Ripe, represented by Marketa Dvorackova, registered in Italy with registration number 03874931201 (hereinafter “Ripe”, “Licensor”, “Publisher”, or “we”), a provider of downloadable and cloud-based applications under the Ripe brand name through the Atlassian Marketplace or any other means that interoperate with applicable products manufactured by Atlassian Pty Ltd (”Atlassian”), and you (either an individual or a single legal entity you represent) whose details are provided to Ripe upon purchase (hereinafter “Licensee” or “you”).

​By clicking on the “Accept & install” (or similar) button that is presented to you at the time of your installation, or by creating an account and/or accessing or using Licensor’s services, you:​

warrant to Licensor that you have reviewed this EULA, including Ripe’s Privacy Policy, available on Licensor’s website, and you understand them.

If you do not agree to the terms of this EULA, you may not install, copy, download or otherwise use the Products. If you are agreeing to this EULA on behalf of a company or other organization, you represent that you have the authority to bind that company or organization to this EULA, and the terms “Licensee”, “you” and “your” refer to that company or organization. If you do not have that authority, you may not install, copy, download or otherwise use the Products. This is a “Publisher EULA” as referred to in the Atlassian Marketplace Terms of Use (https://www.atlassian.com/licensing/marketplace/termsofuse).

2. Scope of the Agreement

This EULA governs (a) Licensor’s commercially available downloadable software products sold, or made available at no charge (”Software”), (b) Licensor’s Software provided in a hosted or cloud-based environment (”Hosted Services”), and © any support services provided by Licensor relating to the Software or Hosted Services. Software and Hosted Services, together with related Documentation, are referred to herein as “Products”.

3. Account Registration

You may need to register on the Atlassian Marketplace (found at https://marketplace.atlassian.com) in order to place orders or access or receive any Products. Any registration information that you provide must be accurate, current and complete. You must also update your information so that Licensor may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

4. Orders and authorization

Your order through the Atlassian Marketplace or with an authorised Reseller (”Order”) will specify your authorised scope of use for the Products, which may include: (a) the defined number of installations, the number of specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (”Authorised Users”), the number of authorised servers, the number of unique data set platforms, and/or other defined resource utilisation limitations, (b) storage or capacity (for Hosted Services), © numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (all of the above, as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support Services renewal, or purchases you make to increase or upgrade your Scope of Use. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product.

5. Grant of License

The Products are licensed, not sold, and no ownership right is conveyed to you, irrespective of the use of terms in this EULA such as “purchase” or “sale”.​ The Products are protected by copyright and other intellectual property laws and treaties and the Publisher or its licensors own all title, copyright and other intellectual property rights in the Products.

(a) This EULA grants you the following rights:

Standard Use. For other than No-Charge Products, Licensor grants you a perpetual (subject to termination for breach), worldwide, non-exclusive, non-transferable, non-sub licensable license to install and use the Software in object code only, limited to the Scope of Use as designated in your Order.​

Hosted Services. Licensor grants you a monthly (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sub licensable use of the Hosted Services, subject to automatic renewal for successive monthly terms unless either Licensor or you notifies the other of non-renewal or Licensor ceases to make a particular Hosted Service available. If you cancel, your subscription will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. You acknowledge that Hosted Services are on-line, subscription-based products, hosted by Licensor and/or Atlassian, and that Licensor and/or Atlassian may make changes to the Hosted Services from time to time.

​No-Charge Products. Licensor may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Products at no charge, including free accounts, trial use, and access to Beta Versions as defined below (”No-Charge Products”). Your use of No-Charge Products is subject to any additional terms specified by Licensor and is only permitted for the evaluation period designated by Licensor. After the evaluation period is expired you must abide by the Standard Use rights, or must remove and delete all copies of the Software in your possession. You may not use No-Charge Products for competitive analysis or similar purposes. Licensor may terminate your right to use No-Charge Products at any time and for any reason in its sole discretion, without liability to you. You understand that any pre-release and beta products (”Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. Licensor makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Licensor may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this paragraph. All information regarding the characteristics, features or performance of Beta Versions constitutes Licensor’s Confidential Information. To the maximum extent permitted by applicable law, Licensor disclaims all obligations or liabilities with respect to No-Charge Products, including any Support Services, warranty, and indemnity obligations.​

(b) Your license rights under this EULA are non-exclusive, non-transferable and non-sublicensable. You may not sell, transfer or convey the Software to any third party without Licensor’s prior express written consent. Licensor reserves all rights not expressly granted to the Licensee in this EULA.

© Standard Use licensees are permitted to make one (1) copy of the Software for data protection, archiving and backup purposes only and for no other purpose.

(d) You may only install the Software and make the Software available for use on hardware systems owned, leased or controlled by you, or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this EULA.​

(e) This EULA applies whether you purchase Products directly from Licensor, through the Atlassian marketplace, through an authorized Reseller or otherwise. If you purchase through a Reseller, your license rights shall be as stated in the Order placed by Reseller for you, and the Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Licensor’s behalf, and Licensor is not bound by any obligations to you other than what is included in this EULA.

(f) Any Product licensed under an Evaluation License may only be used for internal evaluation purposes.

6. Third-Party Software

(a) You acknowledge the Products may contain software licensed by Licensor from third parties, including open source software, and embedded in the Products, and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of the third party software by you which is not in accordance with the use of the Products as permitted under the terms of this EULA. In such circumstances you must consult the relevant third party to acquire any necessary licenses and consents in relation to your use of the third party software.

(b) The Products may use, require and depend on various third party APIs. Licensor disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove the API end points required for the Products to function properly. Licensor disclaims any liability for the consequence of such actions by such third parties.

7. Price and Payment

If you have not previously paid the license fee for the Product, then you must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in Licensor’s pricing terms as published on the Atlassian Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this EULA.

8. Support Services

Licensor may provide you with online support services related to the Products (”Support Services”), in its discretion and for the sole purpose of addressing technical issues relating to the use of the Products. Support Services also include access to bug fixes, patches, modifications, or enhancements (together, “Releases”) to the Products that Licensor makes generally commercially available during the “Support Period”. When accepted by you, any such Releases will be considered part of the Products and subject to the terms of this EULA.

9. Data Security and Privacy

(a) You agree that Licensor may collect and use technical data and related information (”Collected Data”) including, without limitation, technical information relating to your device, system, and the Products, that may be gathered periodically to facilitate the provision of software updates, product support, marketing efforts, and other services and communications to you related to the Products, including providing you with information about services, features, surveys, newsletters, offers, promotions; providing other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages.

(b) Licensor may use the Collected Data in a form that does not personally identify you except to the extent necessary to: provide you with support; communicate to improve products or services; or provide other services to you.

© Licensor agrees to handle the Collected Data in accordance with (i) all applicable laws; (ii) privacy and security measures reasonably adequate to preserve the confidentiality and security of the Collected Data; and (iii) our Privacy Policy.

(d) Licensor’s collection, use, disclosure and handling of your information is done in accordance with its Privacy Policy. The most recent versions of the Privacy Policies for all Licensor’s products can be found at licensor’s website https://teamripe.com/.

10. Termination

(a) You may terminate your licence to the Products at any time by destroying all your copies of the Software or ceasing your access to the Hosted Services. Your license to the Products shall automatically terminate if you fail to comply with the terms of this EULA. Upon termination of your license, you are required to remove all Software from your computer systems and destroy any copies of the Software in your possession.

(b) On termination, you shall have the choice of having all Personal Information and Data transferred to you or the Personal Information and Data being destroyed in accordance with Licensor’s Privacy Policy, unless legislation imposed upon Licensor prevents it from returning or destroying all or part of the Personal Information and Data. If Licensor cannot return or destroy the Personal Information and Data, it warrants that it will guarantee the confidentiality of the Personal Information and Data and will not actively process the Personal Information and Data after termination.

(a) The Products 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 Products and all subsequent copies of the Products.

(b) All title and copyrights in and to the Products (including but not limited to any images, icons, text files, pdfs or other static non-code assets contained within the Products), the accompanying printed materials, and any copies of the Products, are owned by Licensor or its suppliers. This EULA does not grant you any rights to use such content. If the Products contain documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Products.​

© Other than as allowed by this EULA, you may not (i) reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-Authorized Users with access to the Products in whole or part, (ii) use the Products for the benefit of any third party, (iii) incorporate any Products into a product or service you provide to a third party, (iv) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (v) remove, obscure or in any way alter any proprietary notices, such as trade marks, logos, copyright, symbols or labels connected to the product, on the Products or any permitted copies of the Products , or (vi) publicly disseminate information regarding the benchmarking performance of the Products.

(d) You may not (i) copy or embed elements of the Source Code into other applications, or publish, transmit or communicate the Source Code to other parties other than yourself or the entity you represent, (ii)

(f) You must not (i) use the app for illegal means or in any way that breaks any applicable laws, or (ii) use the app to infringe on third party intellectual property rights, such as copyrights, trade secrets and patents.

(e) You retain all right, title and interest in and to any Personal Information or Data that you upload, submit or otherwise transmit to or through the Hosted Services or through Licensor’s online support systems (including the Defect Tracker and any other related platforms used to collect customer feedback or to provide support). Subject to the terms of this EULA, you grant Licensor a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share your Data or interact with other people, to distribute and publicly perform and display your Data as you (or your Authorized Users) direct or enable through the Hosted Service.

12. Ownership and Feedback

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Licensor has and retains all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Licensor, including without limitation as they may incorporate Feedback (”Licensor Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Licensor, or in the course of receiving Support and Maintenance (”Feedback”). Licensor may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Licensor’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

13. Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (”Receiving Party”) by the disclosing party (”Disclosing Party”) constitute the confidential property of the Disclosing Party (”Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any Licensor Technology and any performance information relating to the Products shall be deemed Confidential Information of Licensor without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Products.

14. Publicity Rights

The Licensee grants Licensor the right to include the Licensee’s company name, logo, and/or likeness that you provide during registration, and any review that Licensee may provide (in full or in part) to Licensor, within Product promotional material and on Licensor’s web site. Licensee can revoke this right at any time by submitting a written request via email to info@teamripe.com, requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

15. Disclaimer of Warranties

(a) The Products are provided on an “as is” and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. Licensor 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 Licensor. To the maximum extent permitted by law, Licensor does not make any representation, warranty or guarantee that: (i) the use of the Products will be secure, timely, uninterrupted or error-free; (ii) the Products will operate in combination with any other hardware, software, system, or data; (iii) the Products will meet your requirements or expectations; (iv) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; (v) errors or defects will be corrected; or (vi) the Products (or any server(s) that make a Hosted Service available) are free of viruses or other harmful components.

(b) Licensor reserves the right, in its sole discretion, to make any changes to the Products, including adding or removing any features of the Products.

© Licensor has no obligation to update the Products, and the Products may be changed without notice to you.

16. Infringement; Indemnification

(a) Licensee agrees to indemnify and hold Licensor, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Licensee’s use of the Product, or Licensee’s violation of the EULA or any rights of a third party.

(b) Licensor assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney’s fees for, any claim based upon any modifications to any of the Software not approved by Licensor or combination of any of the Software with products not approved by Licensor, and only to the extent that such modification or combination contributes to such claim.

17. Limitation of Liability

(a) Except for the indemnification obligations of Section 19 or breach of Sections 7 or 11, neither party will be liable to any person, with respect to any loss, damage, cost, expense or other claim, for any consequential (such as 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 data), indirect, special, punitive or other damages in relation to the Products including, without limitation: (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in the Products); (b) any delay, interruption or other failure in the provision of a Product; or © any change in the form or content of a Product. All the foregoing limitations shall apply even if Licensor has been informed of the possibility of such damages.

(b) In no event will Licensor’s aggregate liability under any claims arising out of this EULA exceed the fees paid by you for the current Support Period of Software Products, or fees paid by you for the subscription period starting from the beginning of the subscription period in which you make a claim in case of Hosted Products (”Current Period Fees”), except where not permitted by applicable law, in which case Licensor’s liability shall be limited to the maximum extent allowed by such applicable law.

© Except for each party’s indemnification obligations or breach of Sections 7 or 11, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Section 15 are not allowed by applicable law, then the liability of Licensor, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of the Current Period Fees for such defective Product.​

(d) These limitations will apply to you even if the remedies fail of their essential purpose.

18. Dispute Resolution, Validity and Jurisdiction

(a) The parties agree that this EULA will be governed by and construed and interpreted in accordance with the laws of the Italian Republic. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the federal and state courts of the Italian Republic. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.

(b) Any of Your causes of action with respect to the Products must be instituted within six (6) months after the cause of action arose or be forever waived and barred.

© The language in this Agreement shall be interpreted as to its fair meaning and not construed strictly for or against either party. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d) All legal proceedings arising in connection with this Agreement shall be brought solely and exclusively in the Italian Republic and Courts of the Italian Republic. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process.

(e) Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

19. Severability

If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this EULA will remain in full force and effect.

20. Refusal of Services

(a) Licensor reserves the right, at its sole discretion, to exclude or otherwise limit the provision of any product or service, including access to or use of any of the Products, to any person or entity, for any reason.

(b) Licensor reserves the right to block any functionality of any Product for which you do not have a valid license.

21. No Waiver

No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorised representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.

22. Assignment

Licensee may assign this EULA to succeeding parties in the case of a merger, acquisition or change of control; provided, however, that in each case, (a) Licensor is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and © upon such assignment the assignee makes no further use of the Product(s) licensed under this EULA. Licensor may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this EULA.

23. U.S. Government Users

If you are a U.S. Government end user, Licensor is providing the Products 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 Licensor for the Products are the same as the rights Licensor customarily grant to others under this EULA.

24. Revisions to EULA

Licensor may update, modify or amend (together, “Revise”) this EULA from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, Licensor will use reasonable efforts to notify you by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our website or our blog, on Atlassian Marketplace https://marketplace.atlassian.com or within Licensor’s published product documentation. If Licensor revises this EULA during your term of your license or subscription, the revised version will be effective upon your next renewal of a License Term, Support Services, Hosted Services or Subscription Term, as applicable. In this case, if you object to any revisions, 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 revised EULA is required for you to continue using the No-Charge Products. You may be required to click through the updated EULA to show your acceptance. If you do not agree to the revised EULA after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the EULA in effect at the time of the Order. You may not revise this EULA without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion).

25. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein. This EULA may not be modified or amended by you without Licensor’s written agreement (which may be withheld in Licensor’s complete discretion).

In the event of a conflict between the terms of this EULA and the terms of any open source licenses applicable to the Software, for the specific terms in conflict the terms of the open source licenses shall control with regard to the Product, or part-thereof.

26. Contact Information

For communications concerning this EULA, please write to info@teamripe.com.

If you have any concerns about Licensor’s data protection practices, please write to info@teamripe.com.