(i) The Publisher is the licensor of the Marketplace Product and Atlassian is not a party to the Publisher EULA or this Standard EULA, as applicable.
(ii) If the Marketplace Product does not include a Publisher EULA that specifies Marketplace Product license rights, Publisher grants you a limited, worldwide, non-exclusive, non-transferable and non-sublicensable license to download and use the Marketplace Product only on hardware systems owned, leased or controlled by you.
(iii) Licenses granted by Publisher are granted subject to the condition that you must ensure the maximum number of Authorized Users that are able to access and use the Marketplace Product concurrently is equal to the number of User Licenses for which the necessary fees have been paid to Atlassian and/or its authorized partners (each, an "Atlassian Expert"). You may purchase additional User Licenses at any time on payment of the appropriate fees to Atlassian or an Atlassian Expert. "User License" means a license granted under this EULA to you to permit an Authorized User to use the Marketplace Product. The number of User Licenses granted to you is dependent on the fees paid by you. "Authorized User" means a person who accesses and uses a Marketplace Product under the EULA and for which the necessary fees have been paid to Atlassian and/or an Atlassian Expert.
(v) You may not modify, reverse engineer, decompile or disassemble the Marketplace Product in whole or in part, or create any derivative works from or sublicense any rights in the Marketplace Product, unless otherwise expressly authorized in writing by Publisher.
(vi) The Marketplace Product is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Publisher EULA, Publisher or its licensors own all title, copyright and other intellectual property rights in the Marketplace Product, and the Marketplace Product is licensed to you directly by the Publisher, not sold.
(End of Standard EULA)
1. Types of CelesteCS Products
This agreement governs CelesteCS’s commercially available software products including Server Products, Data Center Products and Cloud-based Products, any related support or maintenance services, and documentation provided by CelesteCS.
2. Access to Cloud-based Products
Access to Cloud-based Products is provided on a subscription basis for a set term specified in your Atlassian Marketplace order ("Subscription Term"). Subject to the terms and conditions of this agreement, CelesteCS may grant you a non-exclusive right to access to use the Cloud-based Products during the applicable Subscription Term. You acknowledge that our Cloud-based Products are on-line, subscription-based products and that CelesteCS may make changes to the Cloud-based Products from time to time.
The supply of Cloud-based Products relies on Cloud-based Services, supplied by third parties including third party infrastructure and services or products provided by Atlassian. It is possible that the Cloud-based Services are unavailable due to maintenance or other development activity started either by CelesteCS or any third party involved in providing the Cloud-based Services.
CelesteCS does not provide any guarantee on uptime and availability of the Cloud-based Products. Where possible, CelesteCS will provide notice to you of any maintenance or development activity in advance.
3.1 Your Data. "Your Data" means any data of any type that you upload, submit or otherwise transmit to or through Cloud-based Services in order to use CelesteCS's Cloud-based Products. You must ensure that your use of all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations. You will retain all right, title and interest in and to Your Data. CelesteCS may access your account or instance in order to respond to your support requests.
3.2 Security of Your Data. You understand that use of the Cloud-based Products necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by CelesteCS, and CelesteCS is not responsible for any of Your Data lost, altered, intercepted or stored across such networks. CelesteCS cannot guarantee that its security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat CelesteCS's security measures or those of the third party service providers.
3.3 Deletion at End of Subscription Term. CelesteCS may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
4. Support and Maintenance
CelesteCS will provide the support and maintenance services for the Products during the period for which you have paid the applicable fee.
5. Warranty Disclaimer
ALL PRODUCTS ARE PROVIDED "AS IS", AND CELESTECS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND. CELESTECS 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 CELESTECS.
6. Limitation of Liability
NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER.
7. Publicity Rights
8. Improving our Products
9. Changes to this Agreement
CelesteCS may update or modify this Agreement from time to time, including any referenced policies and other documents. If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.