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yasoon reserves any copyrights and other rights in and to the Software (including all updates) for itself and/or its licensors with regard to the business relationship with Licensee. Licensee is granted a non-exclusive right to use the Software in accordance with the provisions set forth below subject to the condition precedent of payment of the full licensee fees.
yasoon grants Licensee a non-exclusive, indefinite and world-wide right to use the Software for its own purposes. Licensee has the right to use the Software with the licensed number of Named Users. “Named User” means that access to the Software is restricted to the Licensee itself and/or the individuals that were named by Licensee and for whom valid licenses had been acquired under this License Agreement. Licen-see Licensee and/or the Named Users are authorized to install the Software on the agreed num-ber number of devices and to load it into the memory of such devices to the extent required for the Software use within the licensed scope.
Licensee has the right to make the necessary backup copies of the Software. A backup copy on a moveable data medium shall be marked as such, and the copyright notice of the original data medium shall be attached to it. Licensee shall not change, modify or remove copyright notices contained in the Software or other notices, numbers, marks, or features serving the purpose of program identification.
yasoon reserves any other rights, in particular, the right to distribute the Software in any manner, including renting, the right to rearrange or modify the Software, and to make the Software publicly and non-publicly available (e.g., on a network). Any use of the Software by or on behalf of third parties (e.g., within the scope of data center operations, Software as a Service, cloud computing, etc.) requires the prior written consent from yasoon.
Prior to any decompiling for the purpose of achieving interoperability of the Software, Licensee shall request yasoon in writing to make available the necessary information and records within a reasonable period of time. Licensee is not permitted to decompile until the time period granted for providing information and records has expired without result and only within the statutory limits set forth in § 69e of the German Copyright Act. Prior to commissioning third parties with the decompiling of the Software, Licensee shall submit a written declaration from such third party to yasoon in which this third party agrees to be bound to confidentiality directly vis-à-vis yasoon.
Licensee shall not provide the Software to a third party, unless it fully and finally discontinues its own use of the Software. The temporary or partial transfer to third parties or the transfer to several third parties is not permitted. Any transfer of the Software requires the prior written consent from yasoon. yasoon shall grant its consent provided that Licensee submits a written declaration from the third party in which it agrees vis-à-vis yasoon to comply with the license terms, and if Licensee confirms in writing that it has provided all original copies of the Software to the third party and that it has deleted in an unrecoverable manner any Software copies that it had made itself.
With regard to test installations, Licensee’s rights to use are restricted to the term of the test period and to such acts that serve the evaluation of the state and properties of the Software, its suitability for the use intended by Licensee and the examination of its compatibility with the system and software environment of Licensee.
Any use of the Software that exceeds the rights granted to Licensee requires the prior written consent from yasoon. In the event of an exceeding use without this consent, yasoon may charge Licensee for the exceeding use (including in the past). Any other rights of yasoon due to the exceeding use remain unaffected.
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Prices quoted to consumers include the then-valid statutory value added tax, and prices quoted to business persons are subject to the applicable statutory value added tax (if applicable) plus any customs duties, charges or other public levies or taxes (if any).
If Licensee purchases a license yasoon will provide Licensee with the Software for payment of a one-time license fee or payment of a monthly/yearly recurring fee. The amount of the license fee is indicated on the offer submitted by yasoon and/or will be displayed to Licensee in the course of the on-line online ordering process; alternatively, it is set forth in the product-specific yasoon pricelist that can be retrieved via the Atlassian Marketplace product listing. The license fee will become due for payment promptly upon the purchase of the Software license. The license fee will be collected via the Atlassian Marketplace.
In the event that yasoon provides professional services to Licensee (e.g., consulting services) they will be invoiced on a time and material basis subject to the agreed hourly rate, unless the parties have agreed otherwise. yasoon will issue invoices to Licensee for these services on a monthly basis at the beginning of the month following the service provision together with the activity reports customarily used by yasoon.
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If Licensee is a consumer and purchases a license against remuneration, the following Articles 7, 8 and 10 below will not apply. In the event of Software defects, consumers have the right to assert unrestricted warranty claims according to the applicable statutory provisions.
In the event that yasoon provides the Software under a license for remuneration (purchase agreement), yasoon warrants that the Software complies with the description on the yasoon website, in the user documentation and in this License Agreement. Licensee shall promptly report any defects of the Software. The report shall include, to the extent possible, a comprehensible description of the error symptoms, supported by written records (e.g., error logs). To the extent that statutory provisions require Licensee to inspect the Software for defects and to notify yasoon, these obligations remain unaffected.
Defects within the meaning of this warranty clause shall only be such defects that are reproducible and caused by quality deficiencies of the Software. Thus, a functional impairment that, e.g., results from a change of the operating system, a release change within Licensee’s software environment, mal-operation maloperation or other reasons for which Licensee is responsible shall not be deemed to be a defect. Furthermore, yasoon shall be released from its liability for defects if Licensee has modified the Software or used it in violation of the License Agreement, unless Licensee is able to show that the defect is not related to these circumstances.
In the event that a defect of the Software can be shown to exist, yasoon initially has the right and obligation to subsequent performance. At the option of yasoon, subsequent performance shall be fulfilled by the rectification of the defect, by making available an update or by providing to Licensee a reasonable possibility to avoid the consequences of the defect (workaround). In the event that a defect does not affect the Software functionality or only causes a slight impairment, yasoon has the right to rectify the defect by providing a new update within the scope of its scheduled release planning.
In the event that subsequent performance finally fails (for each notified defect no less than three (3) attempts are permissible) or if yasoon refuses to carry out activities for subsequent performance, Licensee has the right to either reduce the license fee or – in the event of a material defect – to rescind the License Agreement. Claims to damages and reimbursement of wasted expenditures are subject to Art. 9 of this License Agreement.
With regard to Software updates Licensee may only assert claims based on defects, if any, for the respective new features included in the update. Any claims based on defects that already existed in the previous Software version, but had not been discovered, remain unaffected.
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yasoon warrants that the Software provided to Licensee is free from third-party proprietary rights and indemnifies and holds Licensee harmless from and against third-party claims based on the infringement on proprietary rights subject to the following provisions.
In the event that third parties assert claims against Licensee based on the infringement on their proprietary rights as a consequence of the use of the Software in compliance with this Agreement, Licensee shall notify yasoon promptly and comprehensively in writing. yasoon has the right, but is not obligated to handle the dispute with the third party in court and out of court in its sole responsibility. In the event that yasoon acts upon this authorization, Licensee shall reasonably assist yasoon free of charge. Licensee shall not recognize any third party claims at its own discretion.
In the event that it can be shown that defects as to title existed at the date of the passing of the risk, yasoon will procure the lawful right to use the Software and grant it to Licensee. Alternatively, yasoon has the right to replace the Software affected with an-otheranother, equivalent software, provided, however, that Licensee can be reasonably expected to accept this. In the event that the infringement on third party proprietary rights and/or a legal dispute regarding the corresponding third party rights can be avoided or settled by Licensee using the current Software version that had been provided by yasoon, Licensee is obligated to install and use this Software version within the scope of its duty to minimize damage, unless Licensee proves that it cannot be reasonably expected to use the current Software version.
yasoon shall indemnify and hold Licensee harmless from and against any damage caused by infringements on proprietary rights within the liability limitations set forth in Art. 9, provided, however, that this damage was caused by a defect as to title for which yasoon is liable. In all other regards, the provisions regarding defects as to quality set forth in Art. 7 shall apply accordingly to any claims based on defects as to title.
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yasoon shall only be liable for damage resulting from the use of the Software provided free of charge and/or during a test phase which is not subject to remuneration in the event of intentional wrongdoing or gross negligence.
Apart from that, yasoon shall only pay damages and reimburse wasted expenditures within the limits set forth below, irrespective of the legal cause (e.g., contractual liability, tort):
in case of intentional wrongdoing and gross negligence for the full amount;
in all other cases only for violation of a contractual duty that is of such material im-portance importance that the attainment of the purpose of the Agreement would be jeopardized so that Licensee may rely on compliance with the same (Kardinalpflicht). In these cases, yasoon shall only be liable for the foreseeable and typical damages.
If Licensee is a company or business person, the typical and foreseeable damage within the meaning of the foregoing sub-paragraph is limited to the contract volume, however, not less than EUR 10,000.00 per damage incident (as a maximum liability cap).
Except in case of intentional wrongdoing and gross negligence, liability for data loss is limited to the expenses typically incurred for data restoration, provided that Licensee has made backup copies on a regular basis and in a manner that is reasonable in view of the level of risk.
Liability for personal injury and under the Product Liability Act (ProdHaftG) remains unaffected by the above provisions.
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The revocation period shall be deemed to have been complied with if you dispatch the no-tice notice on the exercise of the right to revocation prior to the end of the revocation period.
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I/we (*) hereby revoke the Agreement on the purchase of the following goods (*) / the pro-vision provision of the following services (*) signed by me/ us (*) ordered on (*) / received on (*)
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