1. Software License Terms & Terms of Service of SII Products
These Software License Terms & Terms of Service (the “Terms”) are an agreement between Sii spółka z ogarniczoną odpowiedzialnością (limited liability company) with its headquarters in Warsaw, Poland, KRS: 0000249203 ("SII") and you governs all use of the SII Products provided by SII or its Subsidiaries from time to time to you as the user of any such SII Software Products.
Except as otherwise expressly specified, these Terms apply to all of the SII Software Products. It also applies to any SII Software Product
updates,
supplements,
cloud-based services, and
support services,
for the SII Software Product, unless other terms accompany those items. If so, those terms apply.
By installing, having installed, subscribing to, or using the SII Software Product, you accept these Terms(including any modifications made to it from time to time). If you do not accept these Terms, do not install, have installed, subscribe to, or use the SII Software Product.
If an individual enters into an agreement including these Terms on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to the agreement and these Terms.
Notice Regarding License Validation. Client solutions in which the SII Software Product is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the Client identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the SII Software Product, you consent to the transmission of the information described in this paragraph.
If you comply with these Terms, you have the rights below for each license for the SII Software Product.
2. General provisions
The SII Software Product is licensed under cloud subscription license. You have licensed the SII Software Product on a subscription basis for an unlimited period, the subscription fee is dependent upon your usage of the SII Software Product.
Definitions. In these Terms, the following words and expressions have the meanings stated below, unless the context requires otherwise.
"Subsidiary" shall mean a company or entity that is controlled directly or indirectly by SII sp. z o.o., where "control" means: (a) in the case of corporate entities, direct or indirect ownership of more than fifty percent (50%) of the stock or shares entitled to vote , or (b) in the case of non-corporate entities, direct or indirect ownership of more than fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities. Such entity shall be deemed to be a Subsidiary only so long as such ownership or control exists. .
“SII Software Product” means the software specified in a License Order as may be supplied by SII under these Terms from time to time, including any developments, modifications and/or variations thereto. The SII Software Product may consist of software to be installed by the Client in either own or third party solution) and Client software that can be installed on devices and/or used with the server software.
"Data Protection Law" means applicable legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data, including but not limited to Regulation (EU) 2016/679 on the Protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and the Danish Data Protection Act.
"License Order" means a document agreed between you and SII for procurement of the SII Software Product. Atlassian is involved in the ordering process as the owner of the platform, i.e. Atlassian Market Place.
“Atlassian” means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916)
“Atlassian Market Place” means the platform that lets you sell and share apps that enhance the functionality of Atlassian products such as Jira and Confluence.
"User" means a user who accesses Atlassian Market Place or the SII Software Product.
"Personal Data" has the meaning as set out in Data Protection Law.
"You", “you” or "License Holder" means the legal entity that has agreed to the agreement and these Terms.
“Usage Data” – means data used to determine the usage of the solution like the number of transactions and users, the type of transactions, the user initiating a transaction, the reference of a transaction (reference to data in Client system) Client subscription identifier, product name, license serial number, product version number. Usage data is not the actual data in a transaction like Client, email, employee, invoice, receipt, amount etc.
3. Installation
Anyone with a Atlassian’s Jira Software and the appropriate access (meaning admin/org admin) will be able to go to the Atlassian Market Place and install SII Software Product.
4. License and use rights
Subject to the terms and conditions set out herein, SII grants to the License Holder a non-exclusive, non-transferable, limited license to use the version of the SII Software Product set out in the License Order including any subsequent updates made available to the License Holder as long as the License Holder pays fees, if applicable, or until the agreement is terminated in accordance with its terms.
During the term of the license agreement, the License Holder will have the right to grant access to the SII Software Product for the following users:
Internal users employed by the License Holder. The number of internal users may, as a result of an agreement entered between the License Holder and SII, be limited to a number of registered employees, a number of simultaneous users, a physical location, etc.
External users, including the License Holder’s advisers, however solely for the purpose of gaining access to process the License Holder’s data.
Beyond the situations mentioned above, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with SII or the Partner the License Holder has entered into the License Order with.
The License Holder is responsible for the external persons, who have access to the SII Software Product, in accordance with the license agreement.
5. License Terms
Your rights to use the SII Software Product licensed under the cloud subscription license model is subject to you complying with the agreement, including these Terms.
Servers on which the software is installed are managed by Atlassian.
The cloud subscription license model entitles the Client to obtain access to updates to the SII Software Products through Atlassian Market Place.
The license period for your license is monthly and will automatically renew for another license period unless it is terminated in accordance with the provisions of the agreement, including these Terms.
The subscription can be terminated in the course of the current month of the license period. SII may terminate or suspend the agreement and your license hereunder at any time, without notice.
If your license expires or terminates, your right to use the SII Software Product will stop immediately. If you continue to use the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being imposed against you or SII may use other legal remedies available.
6. Licencinsig Requirements
You may not use the SII Software Product to provide business process outsourcing services to your clients or Clients. You may however acquire a special commercial license to support your clients. For details contact SII.
You may not:
alter any copyright, trademark or product names in the SII Software Product;
use SII’s programs’ names or in a way that suggests your programs come from or are endorsed by SII;
modify or distribute the source code of any SII Software Product
You may modify the SII Software Product only as necessary to use it for your internal business purposes if you received it in source code form, or you or any third party acting on your behalf have licensed tools from Atlassian that allow you or that third party to modify the software’s object code. You agree that SII is not responsible for any problems that result from modifications made by you, a partner, or any other third party acting on your behalf, or any problems that are caused by third party hardware or software. SII does not, and will not have any obligation to, provide technical or other support for any modifications to the SII Software Product made by you or by any other third party. SII does not make any representation, endorsement, guarantee or assurance of the suitability of the software for your business, the suitability of the partner or any other third party to create modifications or to implement the modifications or the SII Software Product, or that any modification created, implemented, supported and/or serviced by, for or on behalf of you or any third party will meet your business needs or operate successfully with the SII Software Product. SII and its partners are independent entities and SII is not liable for nor bound by any acts of such business partners.
SII Software Product is neither fault tolerant nor free from errors, conflicts or interruptions.
SII Software may provide additional functionality for the SII Software Product. Other license terms and fees may apply.
SII is entitled to change and update the SII Software Product functionality and user interface on a regular basis taking into account SII's assessment of the needs of all its Clients from time to time and to ensure a stable performance.
7. Scope of License
The agreement only gives you right of use to the SII Software Product in the license period on the terms and conditions fixed in the agreement, including these Terms. SII reserves all other rights. Unless applicable law or a separate written contract with SII gives you more rights despite this limitation, you may use the software only as expressly permitted in the agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You cannot work around any technical limitations in the software; reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits; circumvent the validation functions of the software; publish the software for others to copy; rent, lease or lend the software; or use the software for commercial software hosting services. Your rights to use the SII Software Product may be revoked if you do not comply with the terms of the agreement, including these Terms. Rights to access the SII Software Product do not give you any right to implement SII's intellectual property in other software or devices that access the server.
8. License Transfer
You may not assign any of your rights or delegate any of your obligations under the agreement, including these Terms, without the prior written consent of SII. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under the agreement, including these Terms.
The foregoing means, among others, and not by any way limited to, that you may not transfer the SII Software Product without SII’s prior written consent. If permitted, there may be additional charges for transferring the SII Software Product to a third party
9. GDPR
Information about SII's processing of Personal Data in connection with the SII Software Product, including in respect of data subject's rights, is set out on SII's website, including at Privacy Policy | Sii Poland and/or included with the information provided to the License Holder in connection with the License Order. The License Holder acknowledges that the License Holder has had the opportunity to review the information.
To the extent SII processes Personal Data on behalf of the License Holder as part of its services the License Holder will enter into a separate data processing agreement on the terms set out by SII. The data processing agreement will be entered into as part of the ordering process. The License Holder may not commence the use of any SII Software Product before the applicable data processing agreement is entered into.
10. Prices
SII Software Product pricing, if applicable, is indicated in the License Order,
The License Holder must pay the license and subscription fees to the Partner in accordance with the License Order.
11. Governing law
The agreement shall be governed by and construed in accordance with the laws of Poland, provided that the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.
12. Liability limitations and exclusions
SII and its Subsidiaries shall not be liable for consequential, indirect, punitive or enhanced damages, lost profits or revenues, lost data or diminution in value, arising out of or relating to this agreement or any use of the SII Software, regardless of (a) whether the damages were foreseeable, (b) whether or not you or the user was advised of the possibility of the damages and (c) the legal basis (contract, tort or otherwise) on which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
SII shall have no liability for actions or omissions of any third parties engaged by You in the performance of SII Software Product.
In the event that there is no possibility of disclaimer due to peremptory provisions, SII and its Subsidiaries shall be liable in aggregate, whether arising out of or related to this agreement or any use of the SII Software or related to breach of contract, tort (including negligence), restitution or otherwise, in total of the amounts that you have paid for the SII Software Product.
Nothing in the agreement, including these Terms, shall be construed to limit SII's liability under the mandatory provisions of applicable product liability laws, including the Polish Civil Code. Any product liability is, however, disclaimed to the furthest extent possible according to applicable laws, including exclusion of liability on the basis of statutory warranty.
13. Compliance
You are required to keep records (including proof of purchase) relating to the software you use under the agreement, including these Terms. SII has the right to verify compliance with the agreement, including these Terms. You agree to provide reasonable cooperation in the event of a compliance audit, including by allowing SII, on request, to access the usage report as a tool in conducting the audit.
To verify compliance with the terms of the agreement, including these Terms, SII will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 14 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations.
SII and the auditors will use the information obtained in compliance verification only to enforce SII’s rights and to determine whether you are in compliance with the terms of the agreement, including these Terms. By invoking the rights and procedures described above, SII does not waive its rights to enforce the agreement, including these Terms or to protect its intellectual property by any other means permitted by law.
If verification reveals any unlicensed use, you must promptly order sufficient licenses to cover your use. If material unlicensed use is found, you must reimburse SII for the costs SII has incurred in verification and acquire the necessary additional licenses at single retail license cost within 30 days.
14. Warranty
If not otherwise expressly set out in these terms, SII provides no specific warranty about the SII Software Product.