Figma Connect - Cloud Service Terms

1. Background and structure

These cloud service terms (“the terms”) governs your and your organization’s use of the Figma Connect application with related services (“the app”) provided by Kantega SSO AS, Trondheim, Norway (“Kantega”, “we” or “our”) through the Atlassian Marketplace.

The terms are part of an agreement between the legal entity that you represent, which chooses to license, download and/or subscribe to the app (“licensee”, “you”) and Kantega (“the agreement”). Atlassian Pty Ltd is not a party to the agreement. By downloading, installing, or subscribing to the app, the licensee accepts the terms. The terms constitute the “Vendor Terms” as referenced in the Atlassian Marketplace’s Terms of Use.

2. Practical use

2.1 Account integration

The app integrates Figma content and sketches with Confluence (“Cloud apps”). You must have a customer account at the relevant Cloud apps for the app to function.

2.2 How to use the app

2.2.1 You may

You may use the app for integrating the Cloud apps described in section 2.1 of these terms on a non-exclusive, worldwide, time-limited, non-transferable basis for the duration of the agreement, subject to timely payment of the subscription fee based on the number of users in the app or other applicable price metrics stipulated by us.

2.2.2 You may not

You may not:

a)      give, lease, license, sell, make available or distribute any part of the app to any third party, except as otherwise expressly permitted in the terms;

b)      use the app to operate a time-sharing service, resell the app in bulk to other service providers or customers, outsource the app, operate as a service bureau, application service provider, manage service provider environment or similar service directed towards and performed on behalf or for the benefit of a third party, if not explicitly agreed with us in writing;

c)       copy any software contained in the app or given access to by us onto any public or distributed network, nor modify, duplicate, create derivative works from, frame, mirror, republish, facilitate download of, display, transmit or distribute such software;

d)      attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form of all or any part of the code of the app; or

e)      change any right notices which appear in the app.

2.3 Content

You are responsible for the quality and legality of the content that we integrate on your behalf from the Cloud apps.

We may refuse to integrate content from the Cloud apps, if we are made aware of content that is:

a)      unlawful,

b)      infringing intellectual property rights,

c)       harmful,

d)      inciting violence, or

e)      is hyperlinking to such inappropriate content.

2.4 Third-party systems

The app, alone or in concert with third-party software, provides integration to the Cloud apps. We make no representation or warranty about such third-party systems, terms nor their safety.

2.5 Communication

All notices under the agreement shall be done in writing to

3. Support, maintenance, and Service level agreement

3.1 Support

When you have a valid subscription, you will receive the following support:

·       advice on technical use of the app via our support portal

·       video support meetings which you can book through our booking channel.

·       a regularly updated FAQ list that is available at our documentation site.

We may adjust our support channels from time to time at our sole discretion upon notice on our documentation site.

3.2 Maintenance

The app is delivered as a cloud-based service that is continuously maintained, improved and updated. We are happy if you help us improve. Your reported bugs, disruptions and feature suggestions help us make the app even better.

3.3 Service level agreement («SLA»)

Our SLA provides you with an overview of what you can expect from us with regards to response time when you raise an issue through our channels as set out in section 3.1. Software products are complex and interrelated, disruptive failures can take time to fix. Our SLA must therefore not be mistaken for a guarantee for resolution times. However, we always strive to fix critical issues as fast as possible.

Kantega provides paying licensees with support services at least 8 hours a day, 5 days a week (excluding public holidays in Norway, “support hours”) and will reply to inquiries directed to or through the Kantega service portal as soon as possible. Our promised response time to any support request that Atlassian identifies as critical is within 24 hours during support hours. In all other cases, our response time is within five business days of a request from an end-user or Atlassian.

The app’s uptime target is 99,5 % measured per calendar month, not calculating downtime caused by circumstances outside our control, such as user fault, the down-time of the integrated Cloud apps or Atlassian Marketplace, data connection or data center failure, cyber-attacks, service windows or force majeure.

The SLA only applies to paying licensees’ real-life (live) use of the app.

4. License and intellectual property rights

4.1 General

Licensee acknowledges that no copyright, trademark rights, design rights, patent rights and rights to inventions, database rights, Internet domain name rights, company names or other intellectual property rights or neighboring rights (“IPR”) are transferred to you or any third party by the agreement.

We are both obliged to:

a)      not cause or permit anything which may damage or endanger each other’s IPR, or assist or allow others to do so either before or after termination of the agreement;

b)      notify each other of any infringement or suspected infringement of the IPR as soon as we become aware of or suspect any such infringement; and

c)       compensate each other for any use of the IPR in contradiction to the agreement.

4.2 Open source software libraries

Third-party open-source software libraries are included in the codebase of the app. Such software is subject to open source licenses. As you do not receive a copy of any open-source software or do changes to it, these will not affect your use of the app. We strive to always keep open-source software libraries up-to-date and fix known vulnerabilities as soon as possible.

4.3 Termination for patent action

We may terminate your access to and right of use of the app if you commence an action, including a cross-claim or counterclaim, against us or our suppliers, any third-party supplier we are distributing software for, or other users of the software, alleging that the app infringes a patent.

4.4 How to use the trademarks

Both parties may use each other’s logos, trademarks, descriptions, and other IPR as part of marketing. The parties may not under any circumstances use the IPR in a way that has a negative effect on the reputation of Kantega, our partners, or any affiliated companies, or customers.

4.5 Compliant use

You may not, without prior written approval of Kantega, copy, develop, modify or in any other way make use of the app other than as stipulated in the agreement.

4.6 Confidentiality

As a consequence of the performance of the agreement, you may receive company internal information and information related to the IPR, including services, specifications, marketing information, and similar sensitive information (“confidential information”).

You agree to not disclose, whether directly or indirectly, any confidential information to any third party unless required for performing the agreement. This also applies after termination of the agreement.

Upon termination of the agreement you will not develop or have any similar software developed through use of any confidential information supplied to you by us, or in any other way obtained pursuant to the agreement.

The foregoing provisions will not prevent the disclosure or use of any information that is or becomes, through no fault of the parties, public knowledge or to the extent required by mandatory law.

5. Personal data

In order for us to integrate content from one Cloud app to another, we will process personal data on your behalf as a processor. Any personal data related to this integration will be processed by us in accordance with applicable data protection legislation our privacy policy [LINK IN].

6. Commercial terms

6.1 Duration and termination of the agreement

The agreement is effective for one (1) year, if not otherwise agreed to in writing. If not terminated in writing within three months of the end of a term, the agreement is renewed for another year. Access will end immediately upon effective termination. Related data will be deleted within three months.  Kantega reserves the right to terminate the contract with six (6) months’ notice at our own discretion.

6.2 When you subscribe through Atlassian Marketplace

 You may only subscribe to our app through Atlassian Marketplace. The payment is subject to the terms of payment communicated on Atlassian Marketplace.

6.3 Defects and liability

6.3.1 Notice of defects and delays

The parties shall without undue delay notify the other party in writing through the communication channel set out in section 2.5 of any defect, quality issue or delay related to the app or any other performance under the agreement. The parties shall assist each other with the performance of any remedial measures and activities.

6.3.2 “As is”

The app and all related components and services are provided on “as is” and “as available” basis without any warranties. Kantega expressly disclaims all warranties express or implied, including implied warranties of merchantability, title, fitness for particular purpose and non-infringement.

6.3.3 General liability

The parties are liable for direct loss and damages due to negligence by either party or any party that it instructs or represents, as stipulated below.

You are aware that the app consists of complex software and may not be free from errors. For this reason, we will not be liable for any loss or damage to you or your customers caused by errors in the app.

Furthermore, we are not liable for any loss or damage caused by services rendered by you to customers or other third parties. You will indemnify and hold us harmless against any claim from your customers or other third parties related to such services performed by you.

6.3.4 Limitation of liability

Neither of us will be liable for any indirect, special, incidental, or other consequential loss or damage that may arise in relation to the agreement, hereunder for loss of profit, business, revenue, goodwill, data, or anticipated savings. Liability for such loss or damage is, in any event, limited to one quarter of the amount paid to Kantega under the agreement during the calendar year the performances causing the loss or damage took place.

The parties shall not be liable for any loss or damage due to reason of force majeure, which includes events beyond the control of the parties, loss or damage caused by data center and data connection failure and strikes.

If one of the parties causes loss or damage by grossly negligent or intentional breach of contract, no limitation of liability applies.

This section sets out the entire liability of the parties arising under or in connection with the agreement.

6.4        Indemnification

You will indemnify us against any claim from a third party, caused by your actions.

7. General rules

7.1        Termination and effect of termination

Both parties may terminate the agreement without a notice period if the other party is in material breach of the agreement. Notice of breach with reasons stated must be submitted in writing upon the termination. We may terminate the agreement during a term if you fail to pay within the due date, you use our IPR is in breach of the agreement or relevant license, you are or become insolvent or your behavior may damage the reputation of Kantega, our partners or affiliates.

7.2        Amicable negotiations

The parties will attempt to resolve any disputes, controversies, or claims (collectively “dispute”) arising out of or relating to the agreement through amicable negotiations.

If a dispute cannot be resolved amicably between us unaided, we will discuss the use of a mediator or other alternative dispute resolution mechanism in order to limit the legal cost and damage to the relationship that litigation may result in.

7.3        Governing law

If the parties are unable to reach a negotiated solution, the dispute will be referred to Oslo City Court as the mandatory legal venue. The agreement shall be interpreted in accordance with Norwegian law.

7.4        Updated terms

We may from time-to-time issue new terms. The new terms will become binding if you do not object within 90 days of being informed of the new terms. If we do not accommodate any objections you might have, you are entitled to terminate our agreement immediately. The new terms will apply until the termination is effective.