End User License Terms for supplier hosted Cloud apps

1. Overview

These license terms (“the terms”) governs your, end users’ and your organization’s use of the plugin or other software application with documentation (“the app”) provided by Kantega SSO AS, Trondheim, Norway (“Kantega”, “we” or “our”) through the Atlassian Marketplace.

The terms, the Kantega Privacy Policy, any applicable data processing agreement (“DPA”) and price and scope specifications, are part of the agreement between the legal entity that you represent, which chooses to license, download and subscribe to the app (“licensee”, “you”, “Customer”) and Kantega (collectively, the “agreement”). By downloading, installing or subscribing to the app, you as licensee accepts the agreement.

Atlassian Pty Ltd (“Atlassian”) is not party to the agreement. However, you must comply to the terms of your agreement with Atlassian.

2. Which apps and services are covered by the license?

The Kantega apps for Atlassian Cloud listed on the marketplace.atlassian.com as created by Kantega (https://marketplace.atlassian.com/vendors/1211151/kantega-sso – “vendor profile”) are subject to the agreement, if no other terms are specified for any app.

Additional services such as installation, instructions, training, customization of the software or any other service are not included in the fees for the app.

3. Practical use

3. 1 Account

The app is to be used with software from or licensed at the Atlassian website. You must have a customer account with Atlassian for the relevant Atlassian apps.

3.2 How to use the app – license grant

3.2.1 You may

You may use the app as described on the information page found under the vendor profile on atlassian.com for the relevant app (“app info page”), the app documentation from Kantega and as stipulated in the agreement. The license – your right to use the app - is

a) non-exclusive, worldwide, time-limited, non-transferable and last for the duration of the agreement, and

b) subject to timely payment of the applicable fees.

You may

a) use the app on any of your hardware (if relevant). If you change your hardware, you must delete the software from where it was installed on your old hardware.

b) copy the app only where the duplication is necessary to allow the agreed use of the app. That includes the development and testing of the app, installation, backup purposes and loading it into memory.

c) resell the app as stipulated in sec. 3.2.3

3.2.2 You may not

You may not:

a) give, lease, license, 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, 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 (unless open-source software component);

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

e) change any right notices which appear in the app or remove any copy or intrusion protections.

3.2.3 Resale

a) You may permanently transfer your license right to the app to a third party (resell), provided that the purchasing third party agrees to the terms of the agreement and you provide us with the full contact details of the buyer (new licensee). After the sale, you may not use the app.

b) The new licensee may not rent, lease, sublicense or assign the app or copies of it to third parties, before a contract similar to the agreement is entered into between the new licensee and us and one years’ worth of payments are made.

c) You may not sell or otherwise pass on the app or license key to third parties if you have a reasonable suspicion that the third party will breach the terms of the agreement or export control restrictions would be breached.

3.3. Content

You are responsible for the quality and legality of the content that you share and process by use of the app. We may terminate the agreement and stop any use of the app if we become aware of content that is:

1. unlawful,

2. infringing intellectual property rights,

3. harmful,

4. inciting violence, or

5. is hyperlinking to such inappropriate content.

3.4. Computer viruses

The parties are obliged to install proper virus controls in its respective computer environments.

3.5. Third party systems

We make no representation or warranty about any third-party systems or software, terms nor their safety. Any integrations with third-party systems or software takes place on your own risk.

3.6 Communication

All notices under the agreement shall be done in writing to contact@kantega-sso.com.

4. Support, maintenance and Service level agreement

4.1 Support

When you have a valid subscription, you may be eligible to receive support. See app info page and agreement. Such support may consist of:

• advice on technical use of the app via our support portal;

• video support meetings which you can book through our booking channel; and/or

• a regularly updated FAQ list that is available at the documentation site,

as specified or linked to from the app info page.

Additional assistance beyond support that is included in the fee, will take place on a time and material basis.

We may adjust our support channels from time to time at our sole discretion upon notice on app info page.

4.2 Maintenance

The app is maintained, improved and updated from time to time, unless the app is marked as end-of-life, retired or other indication of end of maintenance or intended use. We are happy if you help us improve. Your reported bugs, disruptions and feature suggestions help us make the app even better.

4.3 Service level agreement («SLA»)

Please see the app info page and your agreement to learn if and what support is included.

Since software is complex, errors can take time to fix. Our SLA must therefore not be mistaken for guaranteed resolution times or error free software. However, we always strive to fix critical issues as fast as reasonable possible.

To provide the most efficient response, we prioritize the reported issues according to severity and impact. Our priority levels are divided into three tiers:

Incident priority 1 (P1): High urgency. Licensee is unable to operate the app, creating substantial business disruptions.

Incident priority 2 (P2): Medium urgency. A major component of your ability to operate the app is affected or significantly slowed down.

Incident priority 3 (P3): Low urgency. The issue is inconvenient and annoying, but the main functions of the app is still operational.

To be able to balance our overall support task load, we do the above categorizing at our sole discretion.

Our SLA table below illustrates the service level metrics that Kantega tracks for the app, if not otherwise specified in the agreement or on the app info page:

*Business hours are Central European Time (CET).

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 and modification of the app, end-of-life of app is reached, platform and hardware errors, down-time of integrated apps, previous version of app is used, data connection or data centre failure, cyber-attacks, service windows (see app info page) or force majeure.

The SLA only applies after real-life use has started (not during testing, development, demos etc.) 9.

5. Intellectual Property Rights

5.1 General

You acknowledge 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:

1. 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;

2. 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

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

5.2 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. For the apps that you download or otherwise use directly on your device, you will be subject to the open-source licenses. These licenses are listed on the Software Bill of Materials linked to from or included in the release notes and/or app info pages.

For services where you do not receive a copy of any open-source software nor do changes to software, the open-source licenses will not affect your use of the app.

Kantega cannot in any way be held liable or accountable for any damage caused by open-source software.

5.3 Termination for patent action

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

5.4 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 use the IPR in a way that has a negative effect on the reputation of the other party, its partners or any affiliated companies or costumers.

6. Confidentiality

As a consequence of the performance of the agreement, you may receive company internal information and information related to the IPR, other trade secrets, business circumstances, specifications, marketing information and similar company internal 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 to the app developed through use of any confidential information supplied to you by us, or in any other way obtained pursuant to the agreement.

The above 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.

7. Personal data

7.1 If we act as a data processor

In order for us to provide you with the app and any related services, we may process personal data on your behalf as a processor. If we process personal data on your behalf, processing by us will take place in accordance with Norwegian data protection legislation, including the General Data Protection Regulation (GDPR), our data processor agreement and our end user privacy policy applies. Please see app info page.

7.2 If we act as a data controller

To the extent we do not act as your data processor, any processing of personal data will take place in accordance with the end user privacy policy and the GDPR.

7.3 End user information and permission

In all events, you consent to us

1. accessing, storing, sharing and otherwise processing end user data required to provide the app and any related services, and

2. communicating directly with end users.

You will ensure that all end users are informed about our access to and processing of their personal data and to provide any required consents.

8. Commercial terms

8.1 Duration, termination and renewal of the agreement

The agreement is effective for as long as you are entitled to use the app (see sec. 3.2) and for a relevant period afterwards, depending on the nature of the various provisions of the agreement.

The following termination notice times apply:

If the agreement is not terminated in writing by email to contact@kantega-sso.com within the above dealines prior to the expiry of the current term, the agreement will be automatically renewed for a period equal to the current term.

8.2 Payment terms

When you subscribe to our app through Atlassian Marketplace, the payment is subject to the terms of payment communicated on Atlassian Marketplace.

9. Defects and liability

9.1 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 3.6 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.

9.2 “As is”

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

9.3 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, for any breach of agreement, 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 customer or other third parties related to such services performed by you.

9.4 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 direct loss or damage is 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 centre and data connection failure and strikes.

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

9.5 Indemnification

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

10. Common rules

10.1 Notice of defects and delays

You will without undue delay notify us in writing of any defect, quality issue or delay related to the app or any breach of agreement. We will both assist each other in the event of any remedial measures and activities.

10.2 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. A reasoned notice of breach 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 terms or license, breach of confidentiality, you are or become insolvent, or your behaviuor may damage the reputation of us, our partners or affiliates.

10.3 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 alone, 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.

10.4 Export restrictions.

You may not export the app nor any material from Atlassian in violation of European Union, Norwegian or United States’ export control restrictions.

10.5 Governing law

If the parties are unable to reach a negotiated solution, the dispute will be referred to Oslo City Court as mandatory legal venue. The agreement shall be interpreted in accordance with Norwegian law. However, we are not prevented from filing for injunctive relief outside Norway.

10.6 Updated terms

We may from time-to-time issue new or changed terms. The new terms will become binding if you do not object within 30 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.

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