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• (C) The Licensor has agreed to grant to the Licensee a non-exclusive and non-sub-licensable licence to use the Software under the terms and conditions of this Licence Agreement.

IT IS HEREBY AGREED

1.    Definitions

1.1.    In these CTUthis Software Licence Agreement (SLA), unless the context otherwise requires:

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Scope of Use means the authorised use of the Cloud Product as described in Clause 6 “Use of the Cloud Product” to these CTUthis Agreement;

Sensitive Data means any Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation;

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Termination Date means the date of termination of these CTUthis Agreement, howsoever arising;

Virus means anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer Cloud Product, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part of otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Year: the period from the Effective Date to the first anniversary date of the Effective Date.

2.    Scope of the

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Agreement

2.1. These CTU govern This Agreement governs the Licensee’s initial subscription for the Licensor’s Cloud Products and future purchases by the Licensee.

2.2. These CTU do This Agreement does not apply to the Licensor’s download solutions which are governed by a separate agreement with the Licensor

3.    Headings

3.1. Clause and paragraph headings shall not affect the interpretation of these CTUthis Agreement.

3.2. If there is an inconsistency between any of the provisions in the main body of these CTU this SLA and the headings, the provisions in the main body of these CTU this SLA shall prevail.

4.    Subscription Term and consent

4.1. These CTU This Agreement are effective as of the date the Licensee first click “I agree” (or similar button) or use or access a Cloud Product (hereafter referred to as the “Effective Date”). These CTU do This Agreement does not have to be signed in order to be binding. By clicking “I agree” (or similar button) at the time the Licensee purchases the Cloud Product on the Atlassian Marketplace, the Licensee accepts to be bound by these CTUthis Agreement.

4.2. The Licensee is engaged since the employee or any representative of the Licensee accepts the present CTU Agreement and then agrees that: (i) he has full legal authority to bind the Licensee or such entity to these CTUthis Agreement; (ii) he has read and understand these CTUthis Agreement; and (iii) he agrees to these CTU this Agreement on behalf of the Party that he represents. If he doesn’t have the legal authority to bind the Licensee or the applicable entity, it is forbidden to click “I agree” (or similar button) that is presented.

4.3. The Licensee agrees that if an employee or any representative of the Licensee signs up for a Cloud Product using an email address from the Licensee or another entity, then (a) he will be deemed to represent such Party, (b) his click to accept will bind the Licensee or that entity to these CTUthis Agreement.

4.4. These CTU This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months (hereafter referred to as the “Initial Term”).

4.5. Unless terminated earlier in accordance with Clause 17 “Termination”, these CTU this Agreement shall automatically extend for a further period of twelve (12) months (hereafter referred to as the “Extended Term”) at the end of the Initial Term and at the end of the Extended Term, by tacit renewal.

5.    Modification of the

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Agreement

5.1. The Licensor may modify the terms and conditions of these CTU this Agreement from time to time. Amendments to these terms will be effective upon posting and operate as a condition of your continued engagement with Totem Dev or continued use of our websites, software or services. It is your responsibility to check this page periodically for any updates to this Software license agreementLicense Agreement.

5.2. In the event of a modification of the CTUAgreement, the Licensee shall accept the modified CTU Agreement to continue using the Cloud Product. If the Licensee objects to the modifications, the Licensee exclusive remedy is to cease using the Cloud Product.

To take into account Atlassian Marketplace technical constraints, the annual renewal of the licence constitutes the most natural way for the moment for the Licensee to accept or refuse the modified licence.

6.    Use of the Cloud Product

6.1. As of the Effective Date, the Licensor grants to the Licensee a personal, non-exclusive, non-transferable, non-assignable and non-sub-licensable right to use the Cloud Product during the Subscription Term for its internal business purposes or personal use in relation to these CTUthis Agreement. This includes the right, as part of the authorised use of the Cloud Products, to download and use the Licensee cloud products associated with the Cloud Products, if applicable.

6.2. No ownership right is conveyed to the Licensee, irrespective of the use of terms such as “purchase” or “sale”. The Licensor has and retains all right, title and interest, including all Intellectual Property Rights.

7.    Licensor’s Obligations

7.1. During the Subscription Term, the Licensor shall provide the Cloud Product to the Licensee in a competent and professional manner, with reasonable skill and ability conforming to generally accepted software standards.

8.    Licensee’s Obligations

8.1. The Licensee shall comply with the terms of these CTU this Agreement and any other referenced policies and terms of these CTUthis Agreement.

8.2. The Licensee shall comply with all applicable laws and regulations with respect to its activities under these CTUthis Agreement.

8.3. The Licensee shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Cloud Product and notify the Licensor promptly of any such unauthorised access or use.

8.4. The Licensee acknowledges and agrees that the Licensor has no support, warranty, indemnification or other obligation or liability with respect to the modifications the Licensee could operate on the Cloud Product or the combination, interaction or use with the Cloud Product. Any modification of the Cloud Product by the Licensee constitutes an infringement of the CTU Agreement and the Licensee does so at its own risk and peril.

8.5. The Licensee will defend, indemnify and hold harmless the Licensor from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against the Licensor arising from or related to Licensee’s breach of the CTU Agreement especially any claims or disputes brought (a) by a third party related to the use of the materials of the Licensee in the context of these CTUthis Agreement; or (b) by a third party relating to any content or data used by the Licensee in connection with the Cloud Product and not provided by the Licensor.

9.    Support and Maintenance Services

9.1. During the Subscription Term, the Licensor will provide the Licensee with Support and Maintenance Services for the Cloud Product pursuant to the conditions described in the respective Cloud Product’s Atlassian Marketplace listing.

10.     Fees and payment

10.1. The Licensee agrees that all payments are submitted to the provisions of Article 2 “Your orders” of the Atlassian Marketplace Terms of Use.

11. Intellectual Property Rights

11.1. The Parties retain the exclusivity of their Intellectual Property Rights prior to the conclusion of these CTUthis Agreement.

11.2. The Licensee shall not:

• Reproduce, duplicate, modify, adapt or create, or attempt to reproduce, duplicate, modify, adapt or create derivative works from or distribute all or any portion of the Cloud Product;

• Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Cloud Product or attempt to reverse engineer, disassemble, decompile or otherwise reduce to human-perceivable form all or any part of the Cloud Product;

• Transfer, temporarily or permanently, any of its rights under these CTUthis Agreement;

• Rent, lease, distribute, sell, sublicense, transfer, or provide access or attempt to obtain, or assist third parties in obtaining, access to the Cloud Product;

• Use the Cloud Product for the benefit of any third party;

• Incorporate the Cloud Product into a product or service that the Licensee provides to a third party;

• Interfere with any licence key mechanism in the Cloud Product or otherwise circumvent mechanisms in the Cloud Product intended to limit the use;

• Remove or obscure any proprietary or other notices contained in the Cloud Product;

• Use the Cloud Product for competitive analysis or to build competitive products;

• Publicly disseminate information regarding the performance of the Cloud Product; or

• Encourage or assist any third party to do any of the foregoing.

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11.4. The Cloud Product may include code and libraries licensed to the Licensor by third parties, including open source Cloud Product. In this case, the Licensee shall comply with the relevant open source licences. The Licensee shall read and respect the provisions of Third Party Code in Atlassian Products regarding the use of third-party code.

12. Confidentiality

12.1. Each Party (hereafter referred to as the “Receiving Party”) acknowledges that they may access to information, that have been disclosed to the Receiving Party or its affiliates by the other Party (hereafter referred to as the “Disclosing Party”) or its agents or affiliates, which are of a confidential nature, in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, Licensees, products, affairs and finances of either Party for the time being which is confidential to that Party and trade secrets including, without limitation, technical data and know-how relating to the business of that Party or any of its Licensors, Licensees, agents, distributors, shareholders, management or business contacts (hereafter referred to as “Confidential Information”).

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12.5. To the extent that any Confidential Information of the Disclosing Party is stored within a computer system or is stored in machine-readable form, the Receiving Party shall ensure that such Confidential Information is secured so that access may not be gained and copies may not be made other than in accordance with these CTUthis Agreement.

12.6. Subject always to the Receiving Party’s right to retain (for such purposes only) one copy of any Confidential Information of the other Party which the Receiving Party requires to retain to satisfy any applicable audit or regulatory requirements, the Receiving Party shall as soon as reasonably practicable on the written request of the Disclosing Party return all documents and materials containing the Confidential Information or if so required shall at the request of the Disclosing Party destroy all documents and materials containing the Confidential Information (including any copies, analysis, memoranda or other notes made by the Receiving Party) in its possession or under its custody or control and shall in addition (so far as reasonably practicable) remove any such Confidential Information stored within any computer or word processing system whether or not in machine-readable form and certify in writing to the other that all such documents and materials have been destroyed.

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12.8. From time to time, the Licensee may choose to send feedback to the Licensor while suggested. No feedback will be considered as confidential information and the Licensor reserves the right to use, develop, evaluate, or market products or services on the basis of Licensee’s feedback or with incorporation of Licensee’s feedback or otherwise. Without prejudice to Clause 11 “Intellectual Property Rights”, the 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.

13. Personal Data

13.1. The Licensor may collect Personal Data from the Licensee in connection with the Licensee’s use of the Cloud Product and otherwise in connection with these CTUthis Agreement.

13.2. The Licensee hereby acknowledges and accepts the rights and obligations of the Licensor’s privacy policy that he has read and understood and accessible at the following link: Privacy Policy .

14. Warranties and Disclaimer

14.2. Each Party represents and warrants that it has the legal power and authority to enter into these CTUthis Agreement. If the Licensee is an entity, he warrants that these CTU are this Agreement is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of these CTUthis Agreement.

14.3. The Licensor warrants that it will take reasonable commercial efforts to ensure that the Cloud Product, in the form and when provided to the Licensee, will be free of any Viruses, malware, or other harmful code.

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14.6. This warranty will not be applicable if the Third Party Claim arises from (i) an allegation that does not state with specificity that the Cloud Product is the basis of the Third Party Claim, (ii) the use or combination of the Cloud Product with any other material not developed by the Licensor, (iii) the use of the Cloud Product not in accordance with these CTUthis Agreement, (iv) a modification of the Cloud Product by any other party than the Licensor.

14.7. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, THE LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE LICENSOR WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF THE LICENSOR. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE LICENSOR NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY CLOUD PRODUCT OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY CLOUD PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE CLOUD PRODUCT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, CLOUD PRODUCT, SYSTEM, OR DATA; (C) THE CLOUD PRODUCT (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CLOUD PRODUCT) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE CLOUD PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

15. Limitation of liability

15.1. The Licensor shall be liable to the Licensee for the foreseeable and direct damages in connection with these CTUthis Agreement, to the exclusion of indirect damages such as loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of Cloud Product, Data or information, failure of security mechanism, interruption of business, costs of delay or for any indirect or consequential damage of any kind.

15.2. Except as expressly and specifically provided in these CTUthis Agreement, the Licensee assumes sole responsibility for results obtained from the use of the Cloud Product by the Licensee, and for conclusions drawn from such use. The Licensor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Licensor by the Licensee, or in the case the Licensee does not implement the required actions.

15.3. In any event and without prejudice to the Licensee’s obligation to pay the Charges, the total liability of the Licensor to the Licensee arising under or in connection with these CTU this Agreement shall not in respect of any Year, exceed the amount actually paid or payable by the Licensee under these CTU this Agreement in the six (6) months immediately preceding the claim.

15.4. Nothing in these CTU this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, gross negligence or willful or deliberate misconduct, or any other liability which cannot be limited or excluded by applicable law.

15.5. The Licensor will have no obligations or responsibility under these CTU this Agreement for issues caused by the use of any third-party hardware or cloud product not provided by itself.

15.6. If the Licensee enables or uses third-party products or services with the Cloud Product, the Licensee acknowledges that the third-party providers may access or use the Data of the Licensee as required for the interoperation of their products and services with the Cloud Product. The Licensee is solely responsible for the decision to permit any third-party provider or third-party product or service to use the Data of the Licensee. It is Licensee’s responsibility to carefully review the CTU Agreement between itself and the third-party provider, as provided by the applicable third-party provider. THE LICENSOR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.

16. Sub-licensing

16.1. The Licensee acknowledges and agrees that the Licensor may engage subcontractors without any prior written consent for the execution of these CTUthis Agreement.

17. Termination

17.1. These CTU are This Agreement is effective as of the Effective Date and expire on the date of expiration or termination of all Subscription terms.

17.2. The Licensor may terminate the CTU Agreement if the Licensee uses the Cloud Product not in accordance with these CTUthis Agreement.

17.3. Upon any expiration or termination of the CTUAgreement, the right to use the Cloud Products terminates and the Licensee is not authorised to use the Cloud Products. Except where an exclusive remedy may be specified in the CTUAgreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under the CTUAgreement, by law, or otherwise.

17.4. On termination or expiry of the CTUAgreement, the Licensor shall delete any information relating to the business of the Licensee stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of the Licensee, except the information the Licensor shall keep complying with laws, regulations or contractual obligations.

17.5. The following sections will survive any termination or expiration of the CTUAgreement: Clause 10 “Fees and payment”, Clause 11 “Intellectual Property Rights”, Clause 12 “Confidentiality, Clause 14 “Warranties and Disclaimer”, Clause 15 “Limitation of liability”, Clause 20 “Governing Law – Dispute Resolution”, Clause 21 “Miscellaneous and General”.

17.6. Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the Termination Date or expiry, including the right to claim damages in respect of any breach of these CTU this Agreement which existed at or before the Termination Date or expiry, shall not be affected.

18. Terms applying to Licensee’s Data

18.1. The Licensee retains all right, title and interest in and to its Data in the form submitted to the Cloud Products. Subject to these CTUthis Agreement, and solely to the extent necessary to provide the Cloud Products to the Licensee, the Licensee grants the Licensor a worldwide, limited term licence to access, use, process, copy, distribute, perform, export, and display its Data. Solely to the extent that reformatting its Data for display in a Cloud Product constitutes a modification or derivative work, the foregoing licence also includes the right to make modifications and derivative works.

18.2. The use of Cloud Products must comply at all times with these CTUthis Agreement, and all laws. The Licensee represents and warrants that: (i) the Licensee has obtained all necessary rights, releases and permissions to submit all its Data to these CTU this Agreement and to grant the rights granted to the Licensor in these CTU this Agreement and (ii) its Data and its submission and use as the Licensee authorises in these CTU this Agreement will not violate (1) any laws, (2) any third-party Intellectual Property Rights, privacy, publicity or other rights, or (3) any of Licensee or third-party policies or terms governing its Data. Other than the obligations described in Clause 13 “Personal Data” and the Licensor’s privacy policy, the Licensor assumes no responsibility or liability for Licensee’s Data, and the Licensee is solely responsible for its Data and the consequences of submitting and using it with the Cloud Products.

18.3. The Licensee will not submit to the Cloud Products (or use the Cloud Products to collect) any Sensitive Data. Notwithstanding any other provision to the contrary, the Licensor has no liability under these CTU this Agreement for Sensitive Data.

18.4. The Licensor has no obligation to monitor any content uploaded to the Cloud Products. Nonetheless, if the Licensor deems such action necessary based on Licensee’s violation of these CTUthis Agreement, or in response to takedown requests that the Licensor receives, the Licensor may (1) remove Licensee’s Data from the Cloud Products or (2) suspend Licensee’s access to the Cloud Products. The Licensor will use reasonable efforts to provide the Licensee with advance notice of removals and suspensions when practicable, but if the Licensor determine that Licensee’s actions endanger the operation of the Cloud Product or other users, the Licensor may suspend the access or remove Licensee’s Data immediately without notice.

19. Publicity Rights

19.1. The Licensor may identify the Licensee as a customer in its promotional materials, unless the Licensee asks for stopping doing so at the following address:  support@totem.dev

20. Governing Law – Dispute Resolution

20.1. These CTU This Agreement and any disputes or claims arising out of or in connection with them or their subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and interpreted under Moldovan law.

20.2. If either Party (hereafter referred to as the “First Party”) believes in good faith that the other Party (hereafter referred to as the ”Other Party”) has breached any term of these CTUthis Agreement, then the First Party shall notify the Other Party, in writing setting forth in reasonable detail the nature of the alleged breach (hereafter referred to as the “Notice of Breach”). If the Other Party does not dispute the validity of the Notice of Breach, then it shall promptly undertake to cure the breach. If, however, the Other Party disputes the validity of the Notice of Breach, then the Parties shall comply with the following provisions in order to expedite the review, verification, cure and remedy of any such breach.

20.3. Any dispute to be resolved pursuant to these CTU this Agreement shall first be submitted for resolution to the authorised contacts of each Party. If such authorised contacts are unable to resolve the dispute within fourteen (14) days after the date on which the Notice of Breach is received by the Other Party (or such longer time as it mutually agreed in writing), then each Party shall be free to pursue whatever remedies hereunder, at law or in equity may be available to it in respect of the subject matter of the dispute as provided in Clause 20.4 hereunder.

20.4. Each Party irrevocably agrees that the courts of Chisinau, Moldova, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these CTU this Agreement or their subject matter or formation (including non-contractual disputes or claims), not already settled amicably by the Parties under Clauses 20.2 or 20.3.

21. Miscellaneous and General

21.1. Parties must for the duration of these CTU this Agreement maintain appropriate insurance cover with a reputable insurance company against all relevant liabilities and indemnities that may arise under these CTUthis Agreement.

21.2. Nothing in these CTU this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

21.3. Each Party shall not be liable for any delay or breach in any of its obligations pursuant to these CTU this Agreement which originates from a force majeure event within the meaning of Article 606 of the Moldovan Civil Code.

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21.5. No failure or delay by a Party to exercise any right or remedy provided under these CTU this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.6. The rights and remedies provided under these CTU this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21.7. Neither Party may assign (except by way of security), transfer, sub-contract or otherwise dispose of these CTU this Agreement and any of its rights or obligations thereunder, without the prior written consent of the other Party.

21.8. The CTU constitute  This Agreement constitutes the entire agreement and understanding between the Parties relating to its subject matter and supersedes any previous agreement between them relating thereto. In entering into these CTU this Agreement neither Party has relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made innocently or negligently and whether or not made in writing) of any person (whether or not party to these CTUthis Agreement) which is not expressly set out in these CTUthis Agreement.