EULA – Confluence Integration

General Agreement

By installing, downloading or using the App (either ADONIS Process Manager for Confluence or ADOIT Enterprise Architect for Confluence) you (either an individual or a company or legal entity) agree to the following EULA (End User Licence Agreement). If you do not agree with the terms set out in this EULA entirely, do not install, download or use the App. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind such entity to the EULA. This EULA is concluded between you and BOC Products & Services AG, Operngasse 20b, 1040 Vienna, Austria (“BOC”). The terms of this EULA apply in addition to the terms agreed between you and Atlassian. You can find the corresponding Atlassian Terms here:

https://www.atlassian.com/licensing/marketplace/termsofuse

Licence Grant

BOC grants you the limited, worldwide, non-exclusive, non-sublicensable, non-transferable right to install and use the App in the manner intended and to the extent prescribed by this EULA. For the avoidance of doubt, the Software is licensed, not sold.

If your order concerns an Atlassian Server Product this license is perpetual, for all other order types the license is limited for the specified time period.

The license is limited to the number of users specified in the order. The Right of use follows the “Named Use” principle (NU). Named Use Licences are assigned to specific users and allow only these users to access the App.

Maintenance and Support Services

If your order contains support and maintenance services, these services are provided to the extent described in this section and only for the period of time agreed in the order.

BOC renders in particular the following maintenance services for the App:

  • recovery of operability and support in the elimination of malfunctions and incidents of the App
  • Maintenance of the App through preventive measures
  • Provision of subsequent releases and fix levels of the App

Subsequent releases of the App and fix levels will be made available to you. In principle, you are free to choose whether and when to introduce new releases of the App. However, the version being used must always be one that is actively maintained.

Limitation of the Maintenance Service

The following services are not offered in the scope of the App maintenance and therefore require a special agreement:

  • Treatment of malfunctions that are caused by
    • force majeure or unauthorised interferences by third parties,
    • utilisation of the App for a purpose other than its intended purpose, or,
    • non-compliance with the hardware and software requirements stipulated by BOC and/or Atlassian,
  • On-site servicing,
  • training sessions.

Hotline

For technical questions about the App, as well as for the reporting of incidents, your qualified staff may contact the BOC hotline directly.

BOC receives incident reports exclusively via the hotline by email or during the service times by telephone.

The basic procedure for the handling of incidents is structured as follows:

  • Notification of the incident at the earliest possible time via the BOC hotline
  • Appointment of a point of contact on your end to serve as a contact person for BOC
  • Implementation of the troubleshooting
  • your confirmation of the successful troubleshooting

When making use of the hotline you must, if necessary, use the tools provided by BOC for the containment and diagnosis of the fault.

Every incident report requires a clear, comprehensible description in order to ensure the reproducibility of the relevant circumstances.

An incident that requires troubleshooting is deemed to exist if the App exhibits behaviour that deviates from the corresponding performance specification/documentation in the respective version, and if this can be reproduced by BOC, or, the incident has been adequately documented by you.

Term and Termination

The term of the Agreement is specified in the order.

If you use a free of charge App (such as a 30 day free trail), BOC may terminate your right to use at any time without giving any reason and without liability to you.

Both contractual parties are entitled to the extraordinary dissolution of this Agreement in the event that there is an important cause for which the respective other contractual party is responsible, insofar as the contractual party does not resolve this cause for dissolution within a reasonable period of time despite a written request to do so, in which the cause for dissolution is specified and the plausibility thereof is validated.

An important cause is deemed to exist if a contractual party:

  • breaches an essential contractual provision and fails to cease or discontinue this breach and remedy the consequences of the breach within a period of seven days despite a request to do so,
  • is in default of a payment by more than three months,
  • becomes insolvent or if an insolvency proceeding or equivalent (in particular, a settlement or restructuring proceeding) is commenced against it or if such proceedings are rejected due to a lack of assets,
  • violates anti-corruption provisions, or, if the continuation of the contractual relationship has become unacceptable due to a fundamental loss of trust, the existence of which must be validated vis-à-vis the contractual party.

Intellectual Property Rights

You are exclusively entitled to the intellectual property rights to all content created in the App.

All copyrights in and to the App, as well as all documents and information entrusted within the context of the business relationship, remain the intellectual property of BOC. This also applies to any future upgrades or similar developments of the App. All rights not explicitly mentioned in this agreement remain with BOC.

BOC reserves the exclusive rights to edit and translate the App, related documents or the like. You are in particular not allowed to identify or alter the source code.

Any copyright notices and trademarks applied to the App by BOC may not be altered or deleted.

The services of BOC do not violate any property rights of third parties.

You shall notify BOC immediately of any claim raised by a third party. If you acknowledge alleged copyright violations or possible extrajudicial agreements with third parties under the exclusion of BOC, BOC’s liability in connection with this alleged violation of property rights is excluded.

Furthermore, claims against BOC are excluded if you are responsible for the alleged violation of property rights.

Furthermore, claims against BOC are excluded if the alleged violation of property rights refers to software or data provided by you, or if such alleged violation of property rights is based on the fact that the part of the services delivered by BOC and the data contained therein is not used in the unaltered original version delivered or not in accordance with the intended use.

If BOC is at fault for the violation of property rights, BOC shall optionally at its own expense either replace the affected part of the services with another, or shall assume the license fees for the use of the part of the service for the holder of the property rights.

System Requirements and Limitations

To use the App you will need both accounts, a client account to access the corresponding BOC Product (ADONIS, ADOIT, ADOGRC) and an Atlassian account.

The App uses the REST API of connected BOC Products. Please note any restrictions in the product Terms and Conditions.

The necessary system requirements, such as an up-to-date web browser and suitable internet connection, must be fulfilled. Please find the details on the current system requirements for the latest version of the App in the Atlassian Marketplace.

Further system requirements may be specified by Atlassian and updated from time to time.

Confidentiality and Data Protection

At no time BOC gain access to content data from your Confluence installation through the installation or use of the APP.

“Confidential Information” is information that a judicious third party would regard as sensitive and worthy of protection or information that is marked confidential. This includes information disclosed in the course of oral presentations or discussions. Confidential Information may only be used for the purpose of executing the contract. Information that is not deemed confidential includes information that is already legally known to both contractual parties, or, that the parties become aware of independently from the agreement without violation of this confidentiality contract.

“Personal Data” means all data containing specific details about personal or factual circumstances, such as name, email address, telephone number, occupation, bank details etc. However, Personal Data does not only include data that can be specifically associated with an individual in particular, but also data where additional information is required to identify the person. In case of doubt, it should always be assumed that personal information is involved.

“Third parties” as set out in this section do not include employees, subcontractors, tax consultants, auditors, lawyers or comparable external advisers of one of the parties or its affiliates, insofar as these are strictly bound to secrecy for professional reasons or due to a comprehensive confidentiality agreement with one of the parties.

The contractual parties agree that all Confidential Information exchanged between the parties must be handled with strict confidentiality. Furthermore, they agree to ensure that unauthorised third parties are not able to gain knowledge of this information. The obligation to keep the information obtained secret shall particularly include the obligation not to use Confidential Information for a party’s own purposes of competition. The confidentiality obligation does not apply if there is an obligation to disclose the Confidential Information by decision of a court, order of a public authority or by law.

Personal data that was entrusted to the parties or that was otherwise made available to the parties in the course of the contractual cooperation must be kept secret. Processing may only take place to the extent permitted by law.

Upon expiry or dissolution of this agreement, the confidentiality obligation for Confidential Information that was exchanged during the valid period of the agreement shall remain in force for an unlimited period of time.

For the processing of Personal Data, BOC’s Privacy Policy applies.

NOTE: All content that the technical user of your connected BOC Product (ADONIS, ADOIT, ADOGRC) has access to, will also be available via the ADO Connect macros in Confluence for all Confluence users.

Limitation of Liability

Neither party can be held liable for pure financial loss, loss of profit, expected savings that did not occur, and other losses due to claims of third parties.

Liability for data loss is excluded.

Neither party is liable for damages that are attributable to circumstances beyond their control. This applies in particular for damages caused by the acts of third parties (such as in particular hacking) or by force majeure. Liability against BOC is excluded if arising due to your independent actions, the network environment used by your or circumstances located in your sphere.

If you do not fulfil your duties of collaboration as described here to the agreed extent, the liability of BOC for damages resulting from this failure to do so is excluded. You are liable for any and all damage incurred by BOC due to culpable violation of your duties to collaborate.

BOC is exempt from all obligations described in the EULA if software changes are carried out by you without the prior consent of BOC or if the products are not used in the designated manner.

In addition, the contracting parties shall be liable only if a breach of an essential provision of the present EULA exists. The amount of liability is limited for each event causing harm to the total value of this contract (=The price paid for the respective App).

Damage claims shall become time-barred according to the statutory provisions, but not later than one year from the beginning of the statutory limitation period.

The liability limitations as set out in this section do not apply in the event of wilful intent, gross negligence, injury to life, body or health or to the extent that the Product Liability Act applies.

Warranties

BOC warrants that the services provided, if used appropriately and in accordance with the EULA, present the agreed properties and are free of any defects that would annul or significantly reduce the value of the services or their suitability for the intended usage according to the agreement.

The warranty period is 6 months starting with the handover/delivery to you. In case of partial deliveries, the warranty period starts with the handover/delivery of the partial delivery. Any presumption of defectiveness is excluded.

In case of warranty, improvement always takes priority over price reduction or rescission of the agreement. In the event of justified complaints, defects shall be corrected within an appropriate period, whereby you shall enable BOC to take all measures necessary for the investigation and correction of the defects.

BOC will remove any defects that demonstrably occur or exist and that are reported by you in due time within the warranty period or – at BOC’s discretion – replace the defective part of the services with a faultless one.

If BOC is obliged to carry out rectifications or restructuring due to product defects, it may also do so in the form of fix levels or subsequent releases. If a rectification is technically not feasible or is economically unreasonable for BOC, the defect shall be resolved with the development of an adequate workaround that is reasonable for you.

In the event of the remedy of defects by BOC, you must observe your duty to cooperate.

If you reject a suitable solution for the correction of defects or for replacement of a defective part of the services provided within a reasonable period of time, BOC is exempt from any further warranty obligations and any further liability, in particular any claim for price reduction or conversion. In this case, you are liable for any damage incurred by BOC due to the rejected removal of defects.

Miscellaneous

Delivery. Unless otherwise agreed, the delivery shall take place via the provision of a download link or via transfer of the access data. The delivery date is the day on which you receive the download link or the access data.

Forfeiture of Claims. All claims you might have in connection with the contracting relationship shall expire if they are not asserted vis-à-vis BOC in writing within six months after they arise.

Assignment. The assignment or pledging of rights and/or the transfer of obligations arising from the contractual relationship with BOC requires the written consent of BOC.

Severability: If any provision of these EULA is invalid or void, the validity of the remaining provisions shall not be affected thereby. Invalid provisions shall be replaced by the parties with a legally effective provision that most closely corresponds to the economic purpose of the contractual terms and/or other agreements that was intended by the invalid provision.

Updates of this EULA. BOC may update this EULA from time to time. The updated EULA becomes effective to you on renewal of this Agreement, or if you give your consent by clicking “Accepted” (or similar). If you do not agree with the updated version after the day it comes into force, you are no longer allowed to use the App.

Applicable Law and Jurisdiction

The entire contractual relationship between you and BOC is subject to the laws of Austria. Application of the UN Sales Convention and the provisions on conflicts of law pursuant to the International Private Law of the respective country is excluded.

For disputes arising from or in connection with the contractual relationship between you and BOC, the courts of Austria shall have the exclusive jurisdiction to settle such disputes.