Lagom Solutions: End User License Agreement
Last updated February 1, 2019
IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (“EULA”). YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.
This End User License Agreement (EULA) is a binding legal agreement between Lagom Solutions LLC (“Lagom Solutions”), a provider of downloadable and cloud-based applications and services under the Lagom Solutions 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 single legal entity you represent) whose details are provided to Lagom Solutions upon purchase (hereinafter “Licensee” or “you”) for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any “online” or electronic documentation.
By clicking on the “I agree” button (or similar item) that is presented to you at the time of your Order or installation, or by using or accessing Lagom Solutions products, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not install, copy, download or otherwise use the Software. If you are acquiring the Software on-line you must click the “Cancel” button. 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 Software.
2. Scope of the Agreement
This EULA governs (a) Lagom Solutions’s commercially available downloadable software products sold, or made available at no change (“Software”), (b) Lagom Solutions’s Software provided in a hosted or cloud-based environment (“Hosted Services”), and (c) any support services provided by Lagom Solutions 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 as well as access or receive Products. Any registration information that you provide must be accurate, current and complete. You must also update your information so that Lagom Solutions 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.
If required by a Product, you may need to register with another site that provides a product specific integration. If this is necessary, Lagom Solutions will identify this as part of the product documentation.
(a) Your order through the Atlassian Marketplace or with an Authorized Reseller (”Order”) will specify your authorized scope of use for the Products, which may include: (i) 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 (”Authorized Users”), the number of authorized servers, the number of unique data set platforms, and/or other defined resource utilisation limitations, (ii) storage or capacity constraints, (iii) numbers of licenses, copies or instances (for Software), or (iv) 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.
(b) Only Authorized Users may access and use the Products and you must ensure that each Authorized User using or accessing the Product does so in accordance with the terms of this Agreement.
(c) Depending on your chosen method of accessing the Product, you and Authorized Users may: access and use the Services via a web-browser; or download and install the Product on any computer, mobile, tablet or other device compatible with the Product (Device). Lagom Solutions recommends you and Authorized Users access the Services using the recommended browsers or Device as notified to you from time to time.
(d) 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. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users.
5. License Grant
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”.
(a) This EULA grants you the following rights:
Standard Use. For other than No-Charge Products, Lagom Solutions grants you a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in compiled form only, limited to the Scope of Use as designated in your Order. If you abuse the license or breach this EULA, Lagom Solutions may cancel your license.
Hosted Services. Lagom Solutions grants you a monthly subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Hosted Services, subject to automatic renewal for successive monthly terms unless one of the following conditions apply:
- Lagom Solutions or you notifies the other of non-renewal.
- Lagom Solutions ceases to make a particular Hosted Service available.
All subscription feeds must be paid in advance of use of the Hosted Service. 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 Lagom Solutions and/or by third parties, and that Lagom Solutions and/or third parties may make changes to the Hosted Services from time to time.
No-Charge Products. Lagom Solutions 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 Lagom Solutions and is only permitted for a set time period designated by Lagom Solutions. When the time period expires you must abide by the Standard Use rights, or must remove and delete all copies of the No-Charge Product in your possession. You agree that using No-Charge Products for competitive analysis or similar purposes may cause the Company irreversible damage and you will be liable for any damages. Lagom Solutions 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. Lagom Solutions makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Lagom Solutions 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 Lagom Solutions’ Confidential Information. To the maximum extent permitted by applicable law, Lagom Solutions 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 Lagom Solutions’ prior express written consent. Lagom Solutions reserves all rights not expressly granted to the Licensee in this EULA.
(c) Standard Use licensees are permitted to make one (1) copy of the Product 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 Lagom Solutions, 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 Lagom Solutions’ behalf, and Lagom Solutions is not bound by any obligations to you other than what is included in this EULA.
6. Third-Party Software
(a) You acknowledge the Products may contain or embed software licensed by Lagom Solutions from third parties, including open source software. Additional obligations may apply in relation to any use of the third party software by you which are beyond the scope of this EULA. In such circumstances you may need to consult the relevant third party to acquire any necessary licenses and consents in relation to your use of the third party software. Where necessary, Lagom Solutions will identify any third parties utilized either through the Product or our wiki (https://lagomosolutions.atlassian.net/wiki). It is your responsibility to read, acknowledge, and stay informed of any updates to any third party terms.
(b) The Software uses, requires, and depends on various third party APIs, services, and/or libraries. Lagom Solutions disclaims any liability for any failure or limitations of these third party components.
(c) Atlassian, or any other API provider, may remove the API endpoints required for the Software to function properly. Lagom Solutions 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 Lagom Solutions’ 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
(a) Lagom Solutions 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 Lagom Solutions 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.
(b) All deliveries of Product will be electronic. For the avoidance of doubt, you are responsible for the installation of any Product.
(c) The initial Support Period for a Standard Use Product is twelve (12) months starting at the time the Product is purchased, and may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods commence upon the expiration of the prior Support Period regardless of when the Product is purchased.
(d) For Hosted Use, the initial Support Period is limited to when you have an active subscription for the product. Any renewal must be done in accordance to Section 4 - Orders.
(e) Use of Support Services, if any, is governed by Lagom Solutions’ policies and programs described in any user manual, in online documentation, and/or other Lagom Solutions-provided materials. Any supplemental software code provided to you as a part of Support Services will be considered part of the Products and subject to the terms of this EULA.
(f) Lagom Solutions encourages feedback from its customers. If you have any feedback regarding your purchase or use of the Products, please provide that feedback to Lagom Solutions support at email@example.com.
9. Data Security & Privacy
(a) 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 seek your own professional advice, where necessary.
(i) If the processing, by us, of any of the personal data of, or relating to, your Authorized Users, or customers or clients (Organization Personal Data) is governed by the GDPR, the additional terms of Lagom Solutions' Data Processing Agreement (DPA) apply and form part of this Agreement. You warrant that by accessing, installing, or using the Products, you have reviewed the DPA and you accept it. The DPA is available by request from firstname.lastname@example.org.
(ii) You acknowledge and agree that in collecting, holding and processing Organization Personal Data through the Services, Lagom Solutions 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 Lagom Solutions to collect, use, hold and process Organization Personal Data in accordance with this Agreement and, if applicable, the DPA.
(iii) You acknowledge and agree that unless specifically requested through the user interface (for example - a field may be labeled with Name when requesting a user's name), the Authorized Users will not submit any Personal Identifiable Information to the Product. When any Personal Information is requested, Lagom Solutions will take reasonable measures to protect the information submitted.
(b) Lagom Solutions and its subsidiaries may periodically collect and use technical and related data concerning the Product You have licensed, including anonymous data about the Authorized user's usage of the Product. Lagom Solutions will use such data to facilitate maintenance and support with respect to the Product, to improve its products and to provide further services or technologies to You.
(c) You must ensure that your use of all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Lagom Solutions and to grant the rights granted to Lagom Solutions in this Agreement and (ii) Your Data and its transfer to and use by Lagom Solutions as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Lagom Solutions assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
(d) You will not submit to Lagom Solutions (or use any online-services provided by Lagom Solutions to collect): (i) any personally identifiable information; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection. ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that Lagom Solutions is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the unless specifically specified by Lagom Solutions, the Products and Services provided by Lagom Solutions are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Lagom Solutions has no liability under this Agreement for Sensitive Data.
(e) You will defend, indemnify and hold harmless Lagom Solutions from and against any loss, cost, liability or damage, including attorneys’ fees, for which Lagom Solutions becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the services provided by Lagom Solutions in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Lagom Solutions at your expense.
You may terminate your license 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.
(a) The Products and all copies thereof are protected by copyright and other intellectual property laws and treaties. Lagom Solutions 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 Lagom Solutions 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.
(c) Other than as allowed by this EULA, or allowed by US Federal Laws, 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 or obscure any proprietary notices 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 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.
(e) You retain all right, title, responsibility and interest in and to any Personal Information or Data that you upload, submit, or otherwise transmit to or through the Hosted Services or otherwise provide to Lagom Solutions (including https://lagomsolutions.atlassian.net or other system used by Lagom Solutions to provide support and to collect customer feedback). Subject to the terms of this EULA, you grant Lagom Solutions a non-exclusive, worldwide, royalty-free right to: (i) 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 (ii) 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.
(f) Lagom Solution shall own all modifications and derivative works of the Products, whether made by Lagom Solution, You or any third party, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Products. You shall not take (and shall not allow any third party to take) any action inconsistent with Lagom Solutions’ ownership and interests as set forth above, or assist any third party in doing the same, and You will report to Lagom Solutions promptly in writing any instance of suspected infringement of any intellectual property related to the Products and give Lagom Solutions reasonable assistance in investigating and prosecuting the infringing acts.
(a) You agree that all code, inventions, know-how, business, technical, and financial information disclosed to you by Lagom Solutions constitute the confidential property of Lagom Solutions (“Lagom Solutions Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Products shall be deemed Lagom Solutions Confidential Information without any marking or further designation. Except as expressly Authorized herein, you will hold in confidence and not use or disclose any Lagom Solutions Confidential Information. Your non-disclosure obligation shall not apply to information that you can document: (i) was rightfully in your possession or known to you prior to receipt of the Lagom Solutions Confidential Information; (ii) is or has become public knowledge through no fault of your own; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you or your employees who had no access to such information. You may also disclose Lagom Solutions 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 Lagom Solutions). You acknowledge that disclosure of Lagom Solutions Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, Lagom Solutions shall be entitled to seek 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.
(b) Lagom Solutions agrees that in the event that Lagom Solutions has access to, either in oral or physical form, Licensee’s confidential or proprietary information, including but not limited to Your Data and information concerning Licensee’s business, products, customers, services, policyholders and/or claimants (“Licensee Confidential Information”), Lagom Solutions shall (i) use such Licensee Confidential Information solely for the purpose of this EULA; and (ii) take reasonable precautions, no less than it would take to prevent the disclosure of its own similar Lagom Solutions Confidential Information, to ensure that it does not disclose Licensee’s Confidential Information to any third party without first obtaining the other party’s prior written consent.
(c) Notwithstanding the above, Lagom Solutions may disclose, and may permit its representatives to disclose, any Licensee Confidential Information (i) to the extent it is required to do so by law or any order or request of any government agency; and (ii) to Lagom Solutions’ representatives to the extent required for the purposes of implementing the transactions contemplated by this EULA.
(d) For Licensee Confidential Information that does not constitute trade secrets under applicable law, these confidentiality obligations will expire three (3) years after the termination of the agreement between Lagom Solutions and Licensee. The recipient of such Licensee Confidential Information will be responsible for any breach of this Section by its employees, representatives and agents. Licensee Confidential Information will not include any information that (i) was independently developed by a party without use of or reference to any Licensee Confidential Information belonging to the other party; (ii) was acquired by either party from a third party having the legal right to furnish same to the other party; or (iii) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public.
13. Publicity Rights
Licensee grants Lagom Solutions 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 Lagom Solutions, within Product promotional material and on Lagom Solutions’ web site. Licensee can revoke this right at any time by submitting a written request via email to email@example.com requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.
14. Export Restrictions
You may not use or otherwise export or re-export any Product(s) except as Authorized by United States law and the laws of the jurisdiction in which the Product(s) was obtained. In particular, but without limitation, the Product(s) 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 Product(s), you represent and warrant that you are not located in any such country or on any such list.
15. Disclaimer of Warranties
(a) Save as provided in Sections 17 and 18 below, 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. Lagom Solutions 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 Lagom Solutions. To the maximum extent permitted by law, Lagom Solutions 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) Except for the indemnification obligations of Section 17 or breach of Sections 7, 11 or 12, 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: (i) 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); (ii) any delay, interruption or other failure in the provision of a Product; or (iii) 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.
(c) Except for the indemnification obligations of Section 17 or breach of Sections 7, 11 or 12, Lagom Solutions’ aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by you for the current Support Period, except where not permitted by applicable law, in which case Lagom Solutions’ liability shall be limited to the maximum extent allowed by such applicable law.
(d) Except for each party’s indemnification obligations or breach of Sections 7, 11 or 12, 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 Lagom Solutions, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of the license fees paid by you for the current Support Period for such defective Product.
(e) These limitations will apply to you even if the remedies fail of their essential purpose.
16. Return Policy
Standard Use: Lagom Solutions’ customary business practice is to allow customers to return Software within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Software. A return means that Lagom Solutions will disable the license key that allowed the Software to operate. Lagom Solutions will not accept returns after the 30-day return period.
Hosted Services: Returns and refunds are not available.
17. Infringement, Indemnification
(a) If you purchase a Standard Use license, and if the Software becomes, or in the opinion of Lagom Solutions may become, the subject of a claim of infringement of any third party right, Lagom Solutions may, at its option and in its discretion: (i) procure for Customer the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund any license fees paid by you for the current Support Period for that Software.
(b) Licensee will defend or settle, at Licensee’s own expense, any action brought against Lagom Solutions based upon the claim that any modifications by Licensee to the Software not approved by Lagom Solutions in writing or combination by Licensee of the Software with other, third party, products not approved by Lagom Solutions in writing infringes or violates any third party right, and only to the extent that such modification or combination contributes to such claim; provided, however, that: (i) Lagom Solutions shall notify Licensee promptly in writing of any such claim; (ii) Lagom Solutions shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Lagom Solutions shall provide Licensee with information and reasonable assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Lagom Solutions attributable to such claim.
(c) Licensee agrees to indemnify and hold Lagom Solutions, 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 Software, or Licensee’s violation of the EULA or any rights of a third party.
(d) Lagom Solutions 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 Lagom Solutions in writing or combination of any of the Software with products not approved by Lagom Solutions in writing, and only to the extent that such modification or combination contributes to such claim.
(e) Lagom Solutions agrees to indemnify, and hold harmless the Licensee and their respective directors, officers, employees, and agents from and against any and all third party claims, losses, damages, suits, fees, judgments, costs, and expenses of every nature; including reasonable attorney’s fees and expenses arising out of, resulting from, or attributable to the Software’s claimed infringement or violation of any patent, copyright, trade secret, trademark, or other third party intellectual property right, except to the extent that the infringement or violation has been caused by, or contributed to by, the Licensee or its representatives.
(f) Licensee will be liable for and agree to indemnify, defend and hold Lagom Solutions 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:
(i) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
(ii) any breach of this Agreement by Licensee or an Authorized User;
(iii) any misuse of the Services, from or by Licensee, its employees, contractors, or agents or an Authorized User;
(iv) any breach of law, regulation or licence by Licensee or an Authorized User; and
(v) any claim brought by a third party including any Authorized User against a Party arising out of or in connection with: Licensee’s or an Authorized User’s use of the Site or Services; or Licensee’s Data.
(g) Licensee agrees to co-operate with Lagom Solutions and cover all expenses for both parties in the handling of disputes, complaints, investigations or litigation that arise as a result of Licensee’s use of the Product including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information Licensee has given to Lagom Solution.
(h) The obligations under this clause will survive termination of this Agreement.
18. Limitation of Liability
(a) Except for the indemnification obligations of Section 17 or breach of Sections 7, 11 or 12, 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 (c) any change in the form or content of a Product. All the foregoing limitations shall apply even if Lagom Solutions has been informed of the possibility of such damages.
(b) Except for the indemnification obligations of Section 17 or breach of Sections 7, 11 or 12, Lagom Solutions’s aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by you for the current Support Period, except where not permitted by applicable law, in which case Lagom Solutions’s liability shall be limited to the maximum extent allowed by such applicable law.
(c) Except for each party’s indemnification obligations or breach of Sections 7, 11 or 12, 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 Lagom Solutions, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of the license fees paid by you for the current Support Period for such defective Product.
(d) In no event will Lagom Solutions’ aggregate liability under any claims arising out of this EULA exceed the fees paid by you for the current Support Period, 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.
(e) These limitations will apply to you even if the remedies fail of their essential purpose.
19. Dispute Resolution
(a) The parties agree that this EULA and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Washington and subject to the exclusive jurisdiction of the federal and state courts located in Seattle, King County, Washington, USA. If you reside in a countries where the laws of the stated jurisdiction are excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that the laws of the State of Washington and the United States govern this License Agreement, as well as any claim, dispute, action or issue that might arise out of or in connection with it excluding their conflicts of laws principles. Any action or proceeding relating to this License must be brought in a federal or state court located in Seattle, King County, Washington, USA and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Lagom Solutions may seek injunctive relief in any court having jurisdiction to protect its confidential information or intellectual property.
(b) The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.
(c) Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.
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.
21. No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly Authorized 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.
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) Lagom Solutions 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 (c) upon such assignment the previous assignee makes no further use of the Product(s) licensed under this EULA. Lagom Solutions 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. Statute of limitation
The customers agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Products or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
24. U.S. Government Users
If you are a U.S. Government end user, Lagom Solutions 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 Lagom Solutions for the Products are the same as the rights the Lagom Solutions customarily grant to others under this EULA.
25. Revisions to EULA
Lagom Solutions 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, the Lagom Solutions 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 blog, website, or on the Atlassian Marketplace website (https://marketplace.atlassian.com). If Lagom Solutions 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 Lagom Solutions’ written agreement (which may be withheld in Lagom Solutions’ complete discretion).
26. 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 Lagom Solutions’ written agreement (which may be withheld in Lagom Solutions’ 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 Software, or part-thereof.
27. Contact Information
For communications concerning this EULA, please write to firstname.lastname@example.org.