End-user license agreement

This end-user license agreement ("Agreement" or “EULA") is a legal contract between you and SII Sp. z o.o. which governs your use of Marketplace Products. This EULA applies from the date when you receive the Marketplace Product from the SII Sp. z o.o. or from another source. Read the terms and conditions of this Agreement carefully before installing, obtaining a license key or otherwise accessing and using Software or support service accompanied by this Agreement.

The Marketplace Product is licensed to you under this Agreement, not sold to you. By installing, obtaining a license key or otherwise accessing and using any part of the Marketplace Product, you agree to the terms and conditions of this Agreement. If you are accepting these terms and conditions on behalf of a company or other legal entity ("entity"), you represent and warrant that you have full authority to bind such entity to these terms, and references to “you” or “your” refer to user, the individual end-user, and the entity. If you do not have that authority or if you do not agree to these terms and conditions, do not access and use the Marketplace Product. If you are accessing the Marketplace Product as part of a hosted service, then all these terms still apply.

Before accessing and/or installing this Marketplace Product please make sure that your computer meets the minimum technical specifications for its proper operation.

The Marketplace Product developed by SII Sp. z o.o. is licensed under the provisions of the “Standard EULA” from the “Atlassian Marketplace Terms of Use” as a “Marketplace Product”. Reference can be found Atlassian Term of Use. By using the Marketplace Product, you agree with the terms of the above mentioned document. The “Standard EULA” is reproduced here for convenience. In this case, the “Publisher” is SII Sp. z o.o.

Defined terms

I “Atlassian” means Atlassian Pty Ltd based in Australia. Atlassian is not a party to this Standard EULA.

II “Authorized User” means a person who accesses and uses a Marketplace Product under this Agreement and for which the necessary fees have been paid to Atlassian.

III “Company” or “SII Sp. z o.o.” means SII Sp. z o.o. with registered seat in Warsaw, at Al. Niedpodleglosci 69, Warsaw (02-626), holding KRS number: 0000249203

IV “Fees” means all fees and expenses payable by you to the SII Sp. z o.o. to use the Marketplace Product.

V “License” means your right to obtaining license key or otherwise accessing and use the Marketplace Product pursuant to and subject to the restrictions and limitations of this Agreement.

VI “Marketplace Product” is a part of software distributed via Atlassian Marketplace and installed either as a service on any of Atlassian Cloud products or as an add-on for any self-hosted Atlassian Server or Data Center products.

VII “Order” means any purchase order or other written or electronic confirmation documenting your purchase of a License from SII Sp. z o.o.

VIII “User License” means a license granted under this EULA to you to permit an Authorized User to use the Marketplace Product.

Standard EULA

I. The Publisher is the licensor of the Marketplace Product and Atlassian is not a party to this Standard EULA.

II. If the Marketplace Product does not include a separate EULA that specifies Marketplace Product license rights, the Publisher, under this EULA, grants you a limited, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Marketplace Product only on hardware systems owned, leased or controlled by you, only for commercial purposes. You agree and acknowledge that all title, ownership rights, and intellectual property rights connected with the Marketplace Product and any and all copies thereof (including but not limited to any derivative works, titles, computer code, themes, objects, concepts, artwork, graphics, animation, sounds, musical compositions, audio-visual effects, text, screen displays, methods of operation, and any related documentation) are owned by the SII Sp. z o.o.

III. Licenses granted by the Publisher are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Marketplace Product concurrently is equal to the number of User Licenses for which the necessary fees have been paid to Atlassian and/or its authorized partners. You may purchase additional User Licenses at any time on payment of the appropriate fees to Atlassian and/or its authorized partners. The number of User Licenses granted to you is dependent on the fees paid by you.

IV. You may not modify, reverse engineer, decompile or disassemble the Marketplace Product in whole or in part, or create any derivative works from or sublicense any rights in the Marketplace Product, unless otherwise expressly authorized in writing by the Publisher. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Marketplace Product. You are not granted any rights to any trademarks or service marks of the Publisher.

V. The Marketplace Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of the SII Sp. z o.o. and its third-party suppliers. You must not modify, alter, attempt to defeat or defeat such protection mechanisms or the use rules that the protection mechanisms are designed to enforce. Any such violation by you will result in the immediate termination of the License. You are permitted to copy the Marketplace Product for data protection, archiving and backup purposes only and for no other purpose. However, only the strictly necessary number of backup copies may be made.

VI. The Publisher may, at its sole discretion, provide evaluation copies of the Marketplace Product, which may have limited functionality, to you to assess the Marketplace Product. Such evaluation copies will be provided under an Evaluation License that limits the period during which you may download, install, use and operate the Marketplace Product (“Evaluation Period”) and limits the number of temporary users. Upon the expiry of the Evaluation Period, the Marketplace Product will cease to function and you must remove and delete all copies of the Marketplace Product in your possession.

VII. The Marketplace Product is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in this EULA, Publisher or its licensors own all title, copyright and other intellectual property rights in the Marketplace Product, and the Marketplace Product is licensed to you directly by the Publisher, not sold.

VIII. You must pay all Fees by their due date notified to you and in the manner directed at the time of purchase of the License. Failure to pay the Fees by the due date will result in the immediate termination of the Licenses granted under this EULA. The export of the Marketplace Product from the country of original purchase may be subject to control or restriction by applicable local law. You are responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. You agree not to export the Marketplace Product from any country in violation of applicable legal restrictions on such export.

Term and termination

The term of your License is the term stated in the Order. Licensee acknowledges that the Marketplace Product contains license protection mechanisms that will limit the Marketplace Product functionalities or inoperativeness automatically when the license expires or is terminated.

Subject to the terms of this EULA and unless terminated earlier in accordance with this EULA, the term granted hereunder shall be:

(a) for a Paid Perpetual License, perpetual; (b) for a Subscription based Product, the period of the Paid License subscription or renewal or (c) for an Evaluation License, the Evaluation Period.

Immediately upon termination of a license granted under this EULA, you must at your own cost:

(a) cease permitting access to and ensure that all Authorized Users immediately cease all use of the Marketplace Product and (b) remove all copies of the Marketplace Product from its computer systems.

The Publisher may cancel this Agreement and terminate the License for the Marketplace Product upon written or electronic notice with termination date indicated by the Publisher if you breach a material provision of this Agreement.

Warranty

The Marketplace Product is provided on an “as is” basis and at your own risk. To the maximum extent permitted by applicable law, the Publisher and its licensors disclaim all other representations, warranties, conditions or other terms, either express or implied, including, but not limited to implied warranties and/or conditions of merchantability, satisfactory quality, non-infringement of intellectual property rights and fitness for a particular purpose, with regard to the Marketplace Product and each and every part thereof.

Without prejudice to the generality of the foregoing, the Publisher does not warrant that the Marketplace Product is error-free or that it will operate without interruption, nor that the Publisher will repair any errors in the software product, unless otherwise agreed.

Moreover, the Publisher further does not warrant that the Marketplace Product will operate in all types of computers.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order is entered into by an employee or agent of such party that is empowered with all necessary authority to bind such party to the terms and conditions of this Agreement.

Confidentiality

As used in this Agreement, the term “Confidential Information” means, with respect to information disclosed by one party (hereafter, the “Disclosing Party”) to the other party (hereafter, the “Receiving Party”), any and all information of every kind and description relating to or concerning the Disclosing Party or its Affiliates marked “confidential” or “proprietary” or that a reasonable businessperson would understand to be of a confidential or proprietary nature under circumstances of disclosure or to give the Disclosing Party a competitive business advantage by reason of such information not being generally known, including but not limited to technical information; market, product and service offerings; data, code, know how, and trade secrets; and financial information, marketing plans, business opportunities, and actual or prospective and other third-party business relationships.

Notwithstanding the foregoing, information relating to or concerning a Disclosing Party shall not be deemed Confidential Information for purposes of this Agreement if (i) such information becomes publicly known after disclosure to the Receiving Party through no act or neglect of the Receiving Party in violation of this Agreement, (ii) such information that was already known or subsequently becomes available to the Receiving Party or its Representatives as a result of disclosure by a third party not under duty of confidentiality to the Disclosing Party or (iii) such information was independently developed by the Receiving Party or its Representatives without reliance on or use of Confidential Information of the Disclosing Party.

The Receiving Party shall hold in strict confidence and shall not disclose or communicate to any other person Confidential Information of the Disclosing Party. The Receiving Party shall use Confidential Information of the Disclosing Party solely in connection with performing and carrying out the intent of this Agreement and for no other purpose. The Receiving Party shall protect Confidential Information of the Disclosing Party from unauthorized disclosure contrary to this section using the same degree of care the Receiving Party uses to protect its own confidential and proprietary information but no less than a reasonable degree of care.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to such directors, officers and responsible employees and to such outside financial, legal, and tax advisors and consultants of the Receiving Party or any of its Affiliates (each a “Representative") as have a reasonable need for such information in connection with this Agreement, provided that each Representative to whom Confidential Information of the Disclosing Party is disclosed:

I. has been informed of the confidentiality of such information and

II. is obligated by reason of a written agreement, conditions of employment, professional ethics or operation of law to maintain and hold in confidence Confidential Information of the Disclosing Party to the same extent required of the Receiving Party under this Agreement.

The Receiving Party shall be responsible for, and shall indemnify the Disclosing Party against losses sustained by the Disclosing Party as a result of, any unauthorized disclosure of Confidential Information by its Representatives or any of them contrary to the terms of this Agreement.

At the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or delete or destroy, as the Disclosing Party may direct and as the context may require, all printed materials and digital files containing Confidential Information of the Disclosing Party then in the possession or control of the Receiving Party or any of its Representatives, including but not limited to information stored on hard drives, in computer memory, on remote servers, and any other data storage apparatus or depository. With respect to digital files and other information stored electronically, it is understood that deletion of such files from e-mail inboxes and working hard drives and servers shall suffice for destruction in accordance with this section, there being no need to erase system back-up files.

The Receiving Party acknowledges that Confidential Information of the Disclosing Party is unique and valuable to the Disclosing Party and that monetary damages may not be a sufficient remedy for unauthorized disclosure of such information contrary to this agreement. Accordingly, in addition to and without limiting any other remedy available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive and equitable relief as a remedy for any breach or threatened breach of this section by the Receiving Party or any of its Representatives.

In the event the Receiving Party or any of its Representatives is required by law, regulation or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party will, to the extent permitted by law and reasonably practicable, promptly notify the Disclosing Party in writing prior to such disclosure in order to give the Disclosing Party an opportunity to petition the court or other authority for a protective order or similar remedy. The Receiving Party agrees to reasonably cooperate with the Disclosing Party, at the Disclosing Party’s cost, in connection with any such petition.

The Disclosing Party’s failure to exercise or delay in exercising any right, power or privilege of the Disclosing Party under this EULA shall not operate as a waiver thereof. Nor shall any single or partial exercise of any right, power or privilege of the Disclosing Party under this EULA preclude any other or further exercise thereof by the Disclosing Party or the Disclosing Party’s exercise of any other right, power or privilege. No provision or breach of this EULA shall be deemed waived by the Disclosing Party unless the Disclosing Party acknowledges and consents to such waiver in writing.

Disclaimer and limitation of Liability

The Publisher shall not be liable for any losses or damage of any kind resulting from the Marketplace Product or its use, including but not limited to loss of data, computer failure or malfunction, or resulting from other losses (including lost profits) or damage.

Furthermore, the Publisher shall not be liable for delays, interruptions, service failures or other problems related to the use of the Internet and electronic communication or other systems.

The terms of this EULA are without prejudice to any terms and conditions governing your use of any third-party proprietary software product including without limitation any software or any open source software that may be incorporated into any separate plugins, delivery systems or other software programs.

The entire risk of use (including without limitation, (a) any damage to your computer hardware, data or software or (b) as a result of the failure to adhere to any precautions resides with you.

The maximum liability of the Publisher for claims arising out of this EULA or use of the Marketplace Product shall not exceed the amount of license fees actually paid during the term.

You will indemnify and hold harmless the Publisher against all costs, expenses, losses and claims made against the Publisher as a result of any infringement of a third-party’s intellectual property rights arising from yours or yours Authorized User’s unauthorized use of the Marketplace Product under this EULA.

If the Publisher fails, at any time during the term of this EULA, to insist upon the strict performance of any of your obligations under this EULA, or if the Publisher fails to exercise any of the rights or remedies to which it is entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by the Publisher of any default shall not constitute a waiver of any subsequent default.

Governing law

The governing law for this EULA is Polish law. The provision of the Civil Code, the Copyright Act and other effective Polish laws shall be applicable in issues not governed by this EULA. The Parties shall make every effort to amicably resolve all disputes arising in connection with this EULA. All disputes that the Parties cannot amicably resolve shall be submitted for resolution to the state court competent for the geographical location of the registered office of the SII Sp. z o.o..

If any provision of the EULA (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties.

Nothing in the EULA is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

Amendments to this EULA

The Publisher reserves the right, at its sole discretion, to change, amend, modify, add or remove terms and conditions contained in this EULA, at any time, without further notice by posting any changes on the Marketplace Product. Any new terms or conditions will be effective as soon as they are posted. It is your responsibility to check this EULA and the Marketplace Product periodically and you are deemed to be aware of such changes. Your continued use of the Marketplace Product following the posting of such changes will mean that you accept and agree to the changes. If you do not agree to the changes, please stop using the Marketplace Product. When SII Sp. z o.o. makes changes, we will revise the “Last Updated” date at the down of this EULA. A copy of the latest EULA will always be available on this website.

Miscellaneous

This EULA constitutes the entire statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, agreements and arrangements.

If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this EULA shall remain in full force and not be affected.

Notices

All notices to SII Sp. z o.o. must be sent to: support@sii-apps.atlassian.net

All notices to you will be sent to the physical address or the e-mail address provided by yourself upon purchase of the Marketplace Product Notice will be deemed received and properly served twenty-four (24) hours after an electronic communication (including e-mail) is sent, or five (5) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an electronic communication, that such e-mail was sent to the specified e-mail address of the addressee.

Additional Terms

1. When you purchase an app from the Marketplace or generate a trial license, Atlassian provides us with a technical contact with certain personal information that can be used to reach you. In most cases, this information contains your full name, your company name and the email address you provided upon generating the license.

2. By purchasing a product from SII Sp. z o.o., you grant us the right to include your organisation as a customer in promotional material, including your organisation logo. You can deny this right at any time by submitting a written request via email to

support@sii-apps.atlassian.net

Payments and billings

Depending on your choice, for Marketplace Product you shall pay for the ensured License one of the following methods:

1. by ordering us to pay on your behalf to the Atlassian Marketplace,

2. paying directly to the Atlassian Marketplace, in accordance with the regulations provided herein:

Atlassian Marketplace Terms of Use | Atlassian

For the Marketplace Product, you shall pay SII Sp. z o.o. on the terms provided in Order or individually agreed.

Taxes and duties

In case SII Sp. z o.o. shall pay on your behalf you shall be solely responsible for taxes and duties if applicable in respect of the License. If the SII Sp. z o.o. becomes obligated to collect any tax or duty for which you are responsible, you will be charged the amount of such tax or duty in addition to the underlying fee.

Warszawa, September 05^th, 2024 

1. Software License Terms & Terms of Service of SII Products

1. 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.

2. Except as otherwise expressly specified, these Terms apply to all of the SII Software Products. It also applies to any SII Software Product

   1. updates,

   2. supplements,

   3. cloud-based services, and

   4. support services,

for the SII Software Product, unless other terms accompany those items. If so, those terms apply.

3. 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.

4. 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.

5. 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.

6. If you comply with these Terms, you have the rights below for each license for the SII Software Product. 

2. General provisions

1. 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.

2. Definitions. In these Terms, the following words and expressions have the meanings stated below, unless the context requires otherwise.

   1. "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. .

   2. “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.

   3. "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.

   4. "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.

   5. “Atlassian” means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916)

   6. “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.

   7. "User" means a user who accesses Atlassian Market Place or the SII Software Product.

   8. "Personal Data" has the meaning as set out in Data Protection Law. 

   9. "You", “you” or "License Holder" means the legal entity that has agreed to the agreement and these Terms.

   10. “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

1. 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

1. 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.

2. 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:  

   1. 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.  

   2. External users, including the License Holder’s advisers, however solely for the purpose of gaining access to process the License Holder’s data.  

3. 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.  

4. 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

1. 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.

2. Servers on which the software is installed are managed by Atlassian.

3. The cloud subscription license model entitles the Client to obtain access to updates to the SII Software Products through Atlassian Market Place.

4. 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.  

5. 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.

6. 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

1. 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.

2. You may not:

   1. alter any copyright, trademark or product names in the SII Software Product;

   2. use SII’s programs’ names or in a way that suggests your programs come from or are endorsed by SII;

   3. modify or distribute the source code of any SII Software Product

3. 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.

4. SII Software Product is neither fault tolerant nor free from errors, conflicts or interruptions.

5. SII Software may provide additional functionality for the SII Software Product. Other license terms and fees may apply.

6. 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

1. 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.

2. 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

1. 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. 

2. 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

1. SII Software Product pricing, if applicable, is indicated in the License Order,

2. 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

1. 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.

2. SII shall have no liability for actions or omissions of any third parties engaged by You in the performance of SII Software Product. 

3. 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.

4. 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

1. 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.

2. 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. 

3. 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.

4. 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

1. If not otherwise expressly set out in these terms, SII provides no specific warranty about the SII Software Product.