This End User License Agreement (EULA) is a binding legal agreement between Agilemove Inc., a provider of downloadable and cloud-based applications “POPal,” and you (either an individual or a single legal entity) for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials, and any online or electronic documentation.
1. Scope of the Agreement
This EULA governs the following: (a) Agilemove Inc.’s commercially available downloadable software products sold or made available under the brand name “POPal” (“Software”). (b) Agilemove Inc.’s Software provided in a hosted or cloud-based environment (“Hosted Services”). (c) Any support services provided by Agilemove Inc. relating to the Software or Hosted Services. Software, Hosted Services, and related Documentation are collectively referred to as “Products.”
3. Orders
When you place an order for any Product through the Atlassian Marketplace or with an authorized Reseller (“Order”), it will specify the authorized scope of use for the Products, which may include details such as the number of installations, the number of authorized users, servers, data set platforms, storage or capacity (for Hosted Services), licenses, copies, instances, and other defined resource utilization limitations. The term “Order” also includes any applicable Product or Support Services renewals or purchases to increase or upgrade your Scope of Use. You may increase the number of Authorized Users by placing a new Order.
4. Grant of License
The Products are licensed, not sold, and no ownership right is conveyed to you. This EULA grants you the following rights: Standard Use: For Software that is not offered for free, Agilemove Inc. grants you a perpetual (subject to termination for breach), worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in object code only, limited to the Scope of Use specified in your Order. Hosted Services: Agilemove Inc. grants you a monthly (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Hosted Services. The subscription is subject to automatic renewal for successive monthly terms unless either Agilemove Inc. or you notify the other of non-renewal or if Agilemove Inc. ceases to provide a specific Hosted Service. If you cancel, your subscription will terminate at the end of the then-current billing cycle. You acknowledge that Hosted Services are online, subscription-based products and that Agilemove Inc. may make changes to them from time to time. No-Charge Products: Agilemove Inc. may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for certain Products at no charge, including free accounts, trial use, and access to Beta Versions. Your use of No-Charge Products is subject to any additional terms specified by Agilemove Inc. and is only permitted for the evaluation period designated by Agilemove Inc. After the evaluation period expires, you must comply with the Standard Use rights or remove and delete all copies of the Software in your possession. You may not use No-Charge Products for competitive analysis or similar purposes. Agilemove Inc. may terminate your right to use No-Charge Products at any time and for any reason at its sole discretion. You understand that Beta Versions are still under development and may contain errors and bugs. Licensor makes no promises that any Beta Versions will ever be made generally available.
5. Third-Party Software
You acknowledge that the Products may contain software licensed by Agilemove Inc. from third parties, including open-source software, embedded in the Products. Additional obligations may apply if you use third-party software in a manner not in accordance with the terms of this EULA. In such cases, you must consult the relevant third party to acquire any necessary licenses and consents for your use of the third-party software. The Software may use, require, and depend on various third-party APIs. Agilemove Inc. disclaims any liability for any failure or limitations of these APIs or services. Third-party providers, including Atlassian, may remove the required API endpoints for the Software to function properly. Agilemove Inc. disclaims any liability for the consequences of such actions by third parties
6. Price and Payment
If you are not using a free product, you must pay the license fee within the period indicated in the applicable invoice or as provided in Agilemove Inc.’s pricing terms as published on its website or 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.
7. Support Services
Agilemove Inc. may provide you with online support services related to the Products (“Support Services”) for the purpose of addressing technical issues related to the use of the Products. Support Services may also include installation and troubleshooting assistance. Any updates provided as part of Support Services will be considered part of the Products and subject to the terms of this EULA. The Initial Support Period for each Product is for twelve (12) months, starting from the time the Product is purchased, and it may be renewed for additional twelve (12) month periods (each, a “Renewal Support Period”) at the then-current rate for Support Services. Renewal Support Periods must be purchased for all licenses of a Product for which Support Services are desired.
8. Limitations
You may not provide the Products, directly or indirectly, to any third party unless expressly permitted by this EULA. You may not sell, resell, distribute, sublicense, or rent the Products to any third party. You may not make the Products available for use by others in a service bureau or time-sharing arrangement. You may not remove any proprietary notices from any part of the Products
9. No Reverse Engineering
You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not copy the Software or the Documentation except as expressly permitted in this EULA
10. No Transfer of License
You may not assign your rights under this EULA without the prior written consent of Agilemove Inc. and any attempt to do so will be void. This EULA will bind and inure to the benefit of each party’s successors and permitted assignments.
11. Software Transfer
You may permanently transfer all your rights under this EULA to another party if: (a) you notify Agilemove Inc. in writing that you are transferring your rights under this EULA; (b) the other party accepts the terms of this EULA; (c) you remove and retain no copies of the Software; (d) you transfer all copies of the Software, the related Documentation, and a copy of this EULA to the other party; and (e) the other party agrees in writing to be bound by the terms of this EULA.
12. Termination
Without prejudice to any other rights, Agilemove Inc. may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such an event, you must destroy all copies of the Software and all of its component parts. The sections on “Third-Party Software,” “Limitations,” “Termination,” “Your Privacy,” “Compliance with Licensing,” “Warranty Disclaimer,” “Limitation of Liability,” “Your Indemnification of Agilemove Inc.,” and “General” will survive any termination of this EULA.
13. Your Privacy
Agilemove Inc. may access, collect, and use information about your use of the Products as set out in Agilemove Inc.’s Privacy Policy
14. Compliance with Licensing
You agree to cooperate with Agilemove Inc. and its authorized resellers and representatives to document your installation and use of the Software, including allowing access to your installation and use of the Software. You agree to provide written certification confirming compliance with the terms of this EULA on Agilemove Inc.’s request
15. Publicity Rights
The Licensee grants Licensor 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 Licensor, within Product promotional material and on Licensor’s web site. Licensee can revoke this right at any time by submitting a written request via email to popal@theagilemove.com, requesting to be excluded from future Product promotional material. Requests made after purchasing may take thirty (30) calendar days to process.
16. Warranty Disclaimer
The software and documentation are licensed to you “as is.” Any use of the software is at your own risk. To the maximum extent permitted by applicable law, Agilemove Inc. disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the software, and the provision of or failure to provide support services.
17. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Agilemove Inc. be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software or the provision of or failure to provide support services, even if Agilemove Inc. has been advised of the possibility of such damages
18. Your Indemnification of Agilemove Inc.
You will defend Agilemove Inc. against any claim, demand, suit, or proceeding made or brought against Agilemove Inc. by a third party alleging that your data, or your use of the Products in breach of this EULA, infringes or misappropriate the intellectual property rights of a third party or violates applicable law, and will indemnify Agilemove Inc. from any damages, attorney fees, and costs finally awarded against Agilemove Inc. as a result of or for any amounts paid by Agilemove Inc. under a settlement approved by you in writing.
19. General
This EULA, together with your Order and any other materials referenced in this EULA, is the entire agreement between you and Agilemove Inc. regarding the Products. This EULA supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Products or any other subject matter covered by this EULA. To the extent the terms of any Agilemove Inc. policies or programs for support services conflict with the terms of this EULA, the terms of this EULA will control, unless otherwise stated in writing by Agilemove Inc. If any provision of this EULA is held to be void, invalid, unenforceable, or illegal, the other provisions will continue in full force and effect. This EULA will bind and inure to the benefit of each party’s permitted successors and assigns. This EULA is governed by and constructed under the laws of the State of Georgia and the United States without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this EULA. The parties consent to the exclusive personal jurisdiction of the state and federal courts in Georgia, USA. The parties agree that the prevailing party in any action to enforce this EULA will be entitled to recover its attorney’s fees and costs. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Software is subject to export control laws and regulations. You must comply with these laws and regulations.