End User License Agreement

Owned by Vasyl Krokha
Last updated: Jun 22, 2023 by Alex Zhebryakov
15 min read

Last revision date – June 22, 2023.

 

Please read this End User License Agreement (“EULA”) carefully. You are not authorized to use the Apps unless and until you accept the terms of this EULA.

1. Acknowledgment

This End User License Agreement (EULA) is a binding legal agreement between:

  1. Broken Build LLP (“Broken Build”, or “Provider”), a provider of Software and Cloud Apps (“Apps”) under the Broken Build brand name through the Atlassian Marketplace or any other means that interoperate with applicable products manufactured by Atlassian Pty Ltd (“Atlassian”), and 

  2. you, either an individual or a single legal entity you represent (“Licensee”,or “Customer” or “you”), who purchase for the materials accompanying this EULA, such as computer software, associated media or printed materials and documentation. “End Users”, or “Users” are any individuals for whom the Customer has paid the required fees and to whom access is given to the Apps.

By clicking on the “Try it free”, “Start free trial”, "Buy” or similar button that is presented to you at the time of your installation, you agree to be bound by the terms of this EULA. 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. If you do not have that authority, you may not install, copy, download or otherwise use the Apps.

This is a “Publisher EULA” as referred to in the Atlassian Marketplace Partner Agreement. Also, this is a “Vendor Terms” as referred to in the Atlassian Marketplace Terms of Use. 

The EULA consist of this Agreement and the following appendices:

2. Scope of the Agreement

This EULA governs:

  1. the use of the Broken Build’s free and paid available downloadable Apps for your data center (“Software Apps”);

  2. the use of the Broken Build’s free and paid Apps provided in Atlassian's hosted services or other cloud-based environment (“Cloud Apps”), and

  3. any support services provided by Broken Build relating to the Software Apps or Cloud Apps. 

This EULA does not govern downloadable software server products sold before February 15, 2022, with a perpetual license. Such relationships between you and Broken Build are governed according to the EULA version which was effective on such downloadable software server products purchase date.

3. Account Registration

You may need to register the Atlassian Account (found here) and enter the Atlassian Marketplace (found here) in order to place orders or access or receive any Apps. Any registration information that you provide must be accurate, current and complete. You should also update your information so that Broken Build may send information to you by email or through your account, as provided by our Privacy Policy. You are responsible for all actions taken through your accounts.

4. Orders

Your order (“Order”) through the Atlassian Marketplace or with an authorized Atlassian reseller (as defined in Atlassian Reseller Agreement) will specify your authorized scope of use for the Apps, which may include: 

  1. 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 App, the number of authorized servers, and/or other defined resource utilization limitations;

  2. storage or capacity (for Cloud Apps);

  3. numbers of licenses, copies or instances (for Software Apps), or 

  4. other restrictions or billable units (all of the above -  the “Scope of Use”). 

The term “Order” also includes any applicable App or Support Services renewal, or purchases you make to increase or upgrade your Scope of Use. You may increase the number of authorized End Users permitted to access your instance of the App by placing a new Order or, in some cases, directly through the App. 

5. Grant of License

The Apps are licensed, not sold, and no ownership right is conveyed to you.

This EULA grants you the following rights, based on chosen App type:

  • Software Apps. For Software Apps, Broken Build grants you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software Apps in object code only, limited to the Scope of Use as designated in your Order. 

  • Cloud Apps. Broken Build grants you a monthly or annual (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Cloud Apps. The subscription will be automatically renewed for successive monthly or annual terms unless either Broken Build or the Licensee notify the other of non-renewal or Broken Build ceases to make a particular Cloud Apps available. If you cancel, your subscription will terminate at the end of the then-current billing cycle. You acknowledge that Cloud Apps are on-line, subscription-based products, hosted by Broken Build and/or Atlassian, and that Broken Build and/or Atlassian may make changes to the Cloud Apps from time to time. 

  • No-Charge Apps. Broken Build may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Apps at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Apps”). Your use of No-Charge Apps is subject to any additional terms specified by Broken Build and is only permitted for the period designated by Broken Build. After such period is expired you must abide by the rights specified in this section above, or must remove and delete all copies of the Software in your possession. You may not use No-Charge Apps for competitive analysis or similar purposes. Broken Build may terminate your right to use No-Charge Apps 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 Apps. Broken Build makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Broken Build 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 Broken Build’s Confidential Information. To the maximum extent permitted by applicable law, Broken Build disclaims all obligations or liabilities with respect to No-Charge Apps, including any Support Services, warranty, and indemnity obligations.

After purchasing Broken Build’s App, you will download Apps directly from the Atlassian Marketplace and receive from it the license keys.

You may not sell, transfer or convey the Software to any third party without Broken Build’s prior express written consent. Broken Build reserves all rights not expressly granted to the Licensee in this EULA.

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

You may only install the Software App and make the Software App 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.

If you purchase Apps 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 Broken Build’s behalf, and Broken Build is not bound by any obligations to you other than what is included in this EULA.

6. Third-Party Software

The Apps include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to Licensee based on Broken Build use of third party “open source” software or other third party intellectual property in any App. Broken Build will also promptly make available to Licensee the source code corresponding to any App or portion thereof if required, and in the manner required, by applicable third party terms and conditions. 

The Apps uses, requires and depends on various third party APIs. Broken Build disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove the API endpoints required for the Software to function properly. Broken Build disclaims any liability for the consequence of such actions by such third parties.

7. Price & Payment

The Licensee must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in Broken Build’s pricing terms as published on the Atlassian Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this EULA.

8. Support Services

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

Broken Build will use reasonable efforts to provide web-based and/or email support to the Licensee during normal business hours. 

The initial Support Period for a Software Apps is not determined and will continue as long as the App remains available on the Atlassian Marketplace. 

Use of Support Services, if any, are governed by Broken Build’s policies and programs described in any user manual, in online documentation, and/or other Broken Build-provided materials. Any supplemental software code provided to you as a part of Support Services will be considered part of the Apps and subject to the terms of this EULA.

All deliveries of Software Apps will be electronic. For the avoidance of doubt, you are responsible for the installation of any Software App.

Broken Build are solely responsible for providing all Support Services for the Apps, and for providing to the Licensee with all information necessary for the Apps use.

Broken Build will respond within 24 hours to any support request that Atlassian identifies as critical, and in all other cases within five (5) business days of support request from you.

We encourage your feedback. If you have any feedback regarding your purchase or use of the Apps, please provide that feedback to Broken Build at support@brokenbuild.net.

9. Data Security & Privacy

Broken Build’s collection, use, disclosure and handling of your information is done in accordance with its Privacy Policy. The most recent version of the Privacy Policy can be found here.

Atlassian shall not be liable for, or have any responsibility in connection with, the Licensee’s data processed by Broken Build or Broken Build’s Apps, and such activities with regard to the Licensee’s data are not in any way by or on behalf of Atlassian.

10. Termination

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

Unless otherwise specified by Atlassian, all licenses and subscriptions to Apps (including any related support periods) will survive termination or expiration of Atlassian Marketplace Partner Agreement between Atlassian and Broken Build in accordance with the applicable EULA. Following such termination or expiration or withdrawal of Broken Build’s App from the Marketplace, Atlassian may continue to fulfill any Licensee’s orders for Apps pending as of the date the termination takes effect.

11. Copyright

The Apps and all copies thereof are protected by copyright and other intellectual property laws and treaties. Broken Build or its relevant third parties own the title, copyright, and all other intellectual property rights in the Apps and all subsequent copies of the Apps.

All title and copyrights in and to the Apps (including any images, icons, text files, pdfs or other static non-code assets contained within the Apps), the accompanying materials, and any copies of the Apps, are owned by Broken Build or its suppliers. This EULA does not grant you any rights to use such content. 

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

You may not copy or embed elements of the source code into other applications, or publish, transmit or communicate the source code to parties other than yourself or the entity you represent.

Atlassian does not and will not have any responsibility or liability related to compliance or non-compliance by Broken Build and the Licensee under the applicable EULA.

12. Confidentiality

You agree that all code, inventions, know-how, business, technical and financial information disclosed to you by Broken Build constitute the confidential property of Broken Build (“Broken Build Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to the Apps shall be deemed Broken Build Confidential Information without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Broken Build Confidential Information. 

You may also disclose Broken Build 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 Broken Build). You acknowledge that disclosure of Broken Build Confidential Information сould cause substantial harm for which damages alone would not be a sufficient remedy. Therefore, upon any such disclosure by you, Broken Build shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. 

Broken Build agrees that in the event that Broken Build has access to 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”), Broken Build 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 similar Broken Build 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.

Notwithstanding the above, Broken Build 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 Broken Build’s representatives to the extent required for the purposes of implementing the transactions contemplated by this EULA.

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 Broken Build and Licensee. The recipient of such Licensee Confidential Information will be responsible for any breach of this section by its employees, representatives and agents. 

Your and Broken Build non-disclosure obligations shall not apply to information that: 

  1. was independently developed by a party without use of or reference to any Broken Build or Licensee’s Confidential Information; 

  2. was acquired by either party from a third party having the legal right to furnish the same to the other party; 

  3. was at the time in question (whether at disclosure or thereafter) generally known by or available to the public.

13. Publicity Rights

The Licensee grants Broken Build 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 Broken Build, within App promotional material and on Broken Build’s website. Licensee can revoke this right at any time by submitting a written request via email to support@brokenbuild.net, requesting to be excluded from future App promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

14. Disclaimer of Warranties

Save as provided in Sections 18 and 19 below, the Apps are provided on an “as is”  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, title and non infringement. 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. Broken Build 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 Broken Build. 

To the maximum extent permitted by law, Broken Build does not make any representation, warranty or guarantee that: 

  1. the use of the Apps will be secure, timely, uninterrupted or error-free; 

  2. the Apps will operate in combination with any other hardware, software, system, or data; 

  3. the Apps will meet your requirements or expectations; 

  4. any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; 

  5. errors or defects will be corrected.

15. Return Policy

Broken Build’s customary business practice is to allow customers to return the App within 30 days of payment for any reason or no reason and to receive a refund from Atlassian of the amount paid for the returned App. A return means that Broken Build will disable the license key that allowed the App to operate. If you cancel your subscription within this 30-day period from its beginning, Atlassian will refund the amount you paid for the applicable subscription, and you must cease using the App.

16. Infringement; Indemnification

Licensee will defend or settle, at Licensee’s expense, any action brought against Broken Build based upon the claim that any modifications by Licensee to the Software App not approved by Broken Build or combination by Licensee of the Software App with other, third-party, products not approved by Broken Build 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) Broken Build shall notify Licensee promptly in writing of any such claim; (ii) Broken Build 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) Broken Build 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 Broken Build attributable to such claim.

Licensee agrees to indemnify and hold Broken Build, 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.

Broken Build 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 Broken Build or combination of any of the Software with products not approved by Broken Build, and only to the extent that such modification or combination contributes to such claim.

Broken Build agrees to defend, 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, action, cause of action,costs and expenses of every nature; including reasonable attorneys’ fees and expenses arising out of, resulting from, or attributable to the Software App’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 or contributed to by the Licensee or its representatives.

17. Limitation of Liability

Except for the indemnification obligations of Section 17(«Infringement; Indemnification») or breach of Sections 7 («Price and Payment»), 9 («Data Security & Privacy»), 11 («Copyright») or 12 («Confidentiality»):

  1. Neither party will be held liable to any person for any direct or indirect loss, damage, cost, expense or other claims related to the use of the Apps (for instance, due to the errors in content, delay or interruption in the provision of the App). All the foregoing limitations shall apply even if the Licensee has been informed of the possibility of such damages.

  2. Broken Build’s aggregate liability under any claims arising out of this EULA shall not exceed the fees paid by you for the current license period. Other limitations could be provided by applicable law. In such case Broken Build’s liability shall be limited to the maximum extent allowed by such applicable law.

18. Applicable Law and Dispute Resolution

This EULA will be governed by and constructed in accordance with the applicable laws of  England and Wales.

In the event of any controversy or claim arising out of or relating to EULA, the parties will consult and negotiate with each other and attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within sixty (60) days, either party may pursue relief as may be available under this EULA. All negotiations shall be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. 

The Atlassian Marketplace Partner Agreement between Atlassian and Broken Build will control in the event of any direct conflict with the EULA.

19. Assignment

Licensee may assign this EULA to succeeding parties in the case of a merger, acquisition or change of control; provided, however, that in each case: 

  1. Broken Build is notified in writing within ninety (90) days of such assignment, 

  2. The assignee agrees to be bound by the terms and conditions contained in this EULA, and 

  3. Upon such assignment the assignee makes no further use of the App(s) licensed under this EULA. 

Broken Build 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.

20. Revisions to EULA

Broken Build 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, Broken Build 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 the Broken Build blog, on Atlassian Marketplace or within Broken Build’s published product documentation. 

If Broken Build revises this EULA during your term of your license or subscription, the revised version will be effective upon your next renewal of the monthly or annual license period, as applicable. In this case, if you object to any revisions, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. 

With respect to No-Charge Apps, you need to accept the revised EULA to continue using the No-Charge Apps. 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 Apps. 

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 Broken Build’s consent.

21. 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.

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.

22. Contact Information

For communications concerning this EULA, please write to support@brokenbuild.net