End User License Agreement

This M20 Technology End User License Agreement (“Agreement”) is made by and between M20 Technology, LLC (together with its present and future parent, subsidiary, affiliate, successor companies and each of their respective members, managers, officers, directors, employees, agents, and representatives, “M20 Technology”) and you (the “Client,” “User,” or “you”) in connection with your license and use of the Confluence and Jira software and content provided therein (together, the “Software”) upon the terms and conditions set forth herein. Downloading the software constitutes your consent to enter into and be legally bound by this Agreement.

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1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

  1. ​“Authorized Users” means individual persons authorized by Client to use the Software pursuant to the license granted under this Agreement.

  2. “Documentation” means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

  3. “Fees” means the fee required to be paid by Client in consideration of the rights and license to use the Software as provided in this Agreement, including all, use, and excise taxes thereon and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder, other than any taxes imposed on, or with respect to, M20 Technology’s income.

  4. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

  5. “Licensor” has the meaning set forth in the preamble.

  6. “Order Form” means the order form filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of the license for the Software granted under this Agreement.

  7. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

  8. “Term” has the meaning set forth in Section 11.

  9. “Third Party” means any Person other than the Client or M20 Technology.

  10. “Update” has the meaning set forth in Section 7(b).

 

2. License Grant and Scope

Subject to and conditioned upon payment of the applicable Fees and the User’s strict compliance with all of the terms and conditions set forth in this Agreement, M20 Technology hereby grants to each such User a non-exclusive, non-transferable, non-sublicensable, limited license to use, solely by and through its Authorized Users, the Software solely as provided in this Agreement.

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3. Third-Party Materials

The Software may include embedded third-party software, content, data, or other materials or links (such as hyperlinks) to third party websites or services that are not owned or controlled by M20 Technology (collectively, “Third-Party Materials”). M20 Technology does not control any such Third-Party Materials and is not responsible for their availability or accuracy or content, advertising, or products, or services. M20 Technology shall not be liable or responsible for any Third-Party Materials transmitted through the Software. You shall be subject to any additional terms and conditions of use, guidelines or rules applicable to any Third-Party Materials that you access through the Software (“Third-Party Terms”), all of which are hereby incorporated by reference into this Agreement. By using the Software, you expressly relieve and hold M20 Technology harmless from any and all liability arising from your use of any Third-Party Materials, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Materials on the Software or the failure of such Third-Party Materials to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

 

4. Software Availability; Changes

M20 Technology will use reasonable efforts to update the Software from time to time, but makes no representation or warranty that it will do so. You agree and acknowledge that the Software may, at times, be unavailable due to service upgrades or mechanical or electronic failures. M20 Technology reserves the right to change or discontinue updating or upgrading the Software in its sole discretion at any time without notice to you.

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5. Use Restrictions

The Software may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold or resold, licensed, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by any User for any purpose except as permitted by the license granted herein, meaning as facilitated by the Software’ functionalities, or without express prior written consent of M20 Technology. Without limiting the foregoing, while using the Software, Users shall not, and shall require its Authorized Users not to, directly or indirectly:

  1. Provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of the Client, with access to or use of any Software;

  2. Attempt to gain unauthorized or unlicensed access to the Software 

  3. Combine any Software or any part thereof in any other programs;

  4. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

  5. Use any system, device or program to access, acquire, copy or monitor any portion of the Software or any content thereof, or interfere or attempt to interfere with or disrupt the proper functioning of the Software;

  6. Test, probe the vulnerability of, or attempt to trace or obtain any information on  data or information transmitted through the Software;

  7. Engage in “screen scraping,” “database scraping,” “data mining,” or any other activity with the purpose of obtaining information from the Software that uses web “bots” or similar data gathering or extraction methods;

  8. Use the Software to damage, disable, or overburden M20 Technology’s servers or network or impair the Software or interfere with any Third Party’s use of the Software;

  9. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software, including any copy thereof;

  10. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the thereof, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the Internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

  11. Use the Software for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to the M20 Technology’s commercial disadvantage;

  12. Make any misrepresentation while accessing or using the Software; or

  13. Use the Software in violation of any applicable law, regulation, or rule.

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6. Responsibility for Use of Software

Client is responsible and liable for all uses of the Software, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Client is responsible and liable for all actions and failures to take required actions with respect to the Software by its Authorized Users or by any other Person to whom Client or an Authorized User may provide access to or use of a the Software, whether such access or use is permitted by or in violation of this Agreement. Client agrees to provide all hardware and Internet connectivity required to access the Software. Client, and not M20 Technology, is responsible for the data it inputs and its interpretation and use of the output results. Client, and not M20 Technology, will be responsible for any and all information, data and other content created or provided by Client or transmitted through the Software by Client or by any Third Party. Client agrees to comply with all of M20 Technology’s policies for the use of the Software as they may be amended from time to time as provided to Client.

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7. Compliance

The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software in violation of Section 5 hereof. Client shall not, and shall not attempt to remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

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8. Fee and Payment Terms

Client shall pay to M20 Technology the Fee set forth the [Order Form] when and as due and owing. Client shall reimburse M20 Technology for all costs incurred by M20 Technology in collecting any late payments of amounts due, including attorneys’ fees, court costs, and collection agency fees. All amounts payable to M20 Technology under this Agreement shall be paid by Client to M20 Technology in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required under applicable law).

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9. Confidentiality

For purposes of this Agreement, “Confidential Information” means any non-public information of either M20 Technology or Client (in either case, the “Disclosing Party”) relating that is disclosed to, received by, or obtained from any source by the other (the “Receiving Party”) pursuant to or as a result of this Agreement, where such materials are marked as confidential or should have, by their nature, reasonably have been known to be confidential. Confidential Information will not include information that (i) is or becomes public knowledge through no breach of this Agreement by the Receiving Party, (ii) is received by the Receiving Party from a Third Party not under a duty of confidence, or (iii) is already known or is independently developed by the Receiving Party without use of the Confidential Information. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use for its own purposes (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the Disclosing Party and will take all reasonable precautions to protect the Disclosing Party’s Confidential Information using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required (i) to any consultants, contractors, counsel and agents who have a need to know in connection with this Agreement and who are bound by the terms hereof or terms substantially similar hereto (and provided the Receiving Party shall remain liable for any breach of such terms by such persons), or (ii) by operation of law, or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under this Agreement; provided that the Receiving Party will, unless legally prohibited, provide the Disclosing Party with reasonable prior written notice sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure. If a Receiving Party commits, or threatens to commit, a breach of this Section 9, the Disclosing Party will have the right to seek injunctive relief from a court of competent jurisdiction.

 

10. Intellectual Property

Client agrees that the Software, including, but not limited to, the scripts and software used to implement the Software, contain proprietary information and material that is owned by M20 Technology and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, trademark, patent, and other laws of the United States and other countries and international treaties. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Software in compliance with this Agreement. No portion of the Software may be reproduced in any form or by any means, except as expressly permitted in this Agreement. Notwithstanding any other provision of this Agreement, M20 Technology and its licensors reserve the right to change, suspend, remove, or disable access to the Software, or other materials comprising a part of the Software at any time without notice. In no event will M20 Technology be liable for making these changes. M20 Technology may also impose limits on the use of or access to certain features or portions of the Software, in any case without notice or liability. All copyrights in and to the Software and related software are owned by M20 Technology and/or its licensors, who reserve all their respective rights in law and equity. THE USE OF THE SOFTWARE, EXCEPT FOR USE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES. Trademarks, service marks, graphics, and logos used in connection with the Software are trademarks of M20 Technology in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Software may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks or any use of such trademarks.

 

11. Supported Operating Systems

The Software is accessible using the most common Internet browsers and operating systems, except for old versions of such browsers or operating systems. M20 Technology has no obligation to support any particular browser or operating system or any particular version thereof. The Software may also from time to time have specific compatibility terms associated with each version that can further restrict these terms.

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12. Security 

The Software contains technological measures designed to prevent their unauthorized or illegal use and M20 Technology will use its best commercial efforts to make the Software secure from unauthorized access. Client acknowledges and agrees that: (a) M20 Technology may use these and other lawful measures to verify Client’s compliance with the terms of this Agreement and enforce M20 Technology’s rights, including all Intellectual Property Rights, in and to the Software; (b) Licensor may deny any Person access to and/or use of the Software if M20 Technology, in its sole discretion, believes that Person’s use of the Software would violate any provision of this Agreement, regardless of whether Client designated that Person as an Authorized User; and (c) M20 Technology may collect, maintain, process and use diagnostic, technical, usage, and related information, including information about Client’s computers, systems, and software, that M20 Technology may gather periodically to improve the performance of the Software. This information will be treated in accordance with M20 Technology’s Privacy Policy, as amended from time to time, which can be viewed at https://www.m20tech.com/privacy. However, Client recognizes that no completely secure system or electronic data storage transfer has yet been devised. M20 Technology makes no warranty, express or implied, regarding the efficacy of the security of the Software and shall never be liable for any claimed direct, actual, indirect, incidental or consequential damages arising from any breach or alleged breach of security of the Software.


13. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION

M20 TECHNOLOGY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT ANY CLIENT’S USE OF THE SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, AND CLIENT AGREES THAT FROM TIME TO TIME M20 TECHNOLOGY MAY REMOVE ANY OR ALL SOFTWARE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SOFTWARE OR ANY PART THEREOF AT ANY TIME, WITHOUT NOTICE TO YOU.

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CLIENT EXPRESSLY AGREES, FOR ITSELF AND ON BEHALF OF ITS AUTHORIZED USERS, THAT ITS OR THEIR USE OF, OR INABILITY TO USE, THE SOFTWARE IS AT CLIENT’S OR SUCH APPLICABLE USER’S SOLE RISK. THE SOFTWARE AND ALL PRODUCTS AND APPLICATIONS DELIVERED TO CLIENT OR ACCESSED BY CLIENT THROUGH THE SOFTWARE ARE (EXCEPT AS EXPRESSLY STATED OTHERWISE BY M20 TECHNOLOGY) PROVIDED “AS IS” AND “AS AVAILABLE” FOR CLIENT’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

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IN NO CASE SHALL M20 TECHNOLOGY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CLIENT’S USE, OR ANY OF ITS AUTHORIZED USERS’ USE, OF THE SOFTWARE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF, OR INABILITY TO USE, ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, M20 TECHNOLOGY'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

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CLIENT AND M20 TECHNOLOGY EACH AGREE THAT, UNLESS PROHIBITED BY LAW, ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT CLIENT WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH CLIENT ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. CLIENT FURTHER AGREES THAT, UNLESS PROHIBITED BY LAW, NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF M20 TECHNOLOGY AND ALL PARTIES TO ANY SUCH PROCEEDING.

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M20 TECHNOLOGY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY CLIENT AND ITS AUTHORIZED USERS IN CONNECTION WITH THE SOFTWARE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND M20 TECHNOLOGY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY, UNLESS PROHIBITED BY LAW.

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M20 TECHNOLOGY DOES NOT REPRESENT OR GUARANTEE THAT THE SOFTWARE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND M20 TECHNOLOGY DISCLAIMS ALL LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT, DATA OR INFORMATION ACCESSED OR OBTAINED USING THE SOFTWARE.

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TO THE EXTENT APPLICABLE, CLIENT HEREBY WAIVES THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

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14. INDEMNITY

BY DOWNLOADING THE SOFTWARE, CLIENT AGREES, FOR ITSELF AND ON BEHALF OF ITS PRESENT AND FUTURE PARENT, SUBSIDIARY, AFFILIATE, SUCCESSOR COMPANIES AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND AUTHORIZED USERS (COLLECTIVELY, THE “INDEMNIFYING PARTIES”), TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD M20 TECHNOLOGY AND ITS PRESENT AND FUTURE LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY INDEMNIFYING PARTY’S BREACH OF THIS AGREEMENT, ANY INDEMNIFYING PARTY’S  ACCESS OR USE OF THE SOFTWARE, AND ANY ACTION TAKEN BY M20 TECHNOLOGY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT NO INDEMNIFYING PARTY CAN SUE OR RECOVER ANY DAMAGES FROM M20 TECHNOLOGY OR ITS PRESENT OR FUTURE LICENSORS AS A RESULT OF M20 TECHNOLOGY’S DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO SUSPEND OR TERMINATE ANY INDEMNIFYING PARTY’S ACCESS TO THE SOFTWARE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF M20 TECHNOLOGY'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

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15. Term and Termination

This Agreement and the license contemplated by it may be terminated by either M20 Technology or Client with or without cause and with or without notice at any time; provided, however, that the confidentiality obligations set forth in Section 9 and warranty disclaimer and limitation on liability set forth in Section13, and all other provisions of this Agreement which by their nature should survive termination or expiration of this Agreement, shall survive any termination of this Agreement. If Client fails comply with any term or condition of this Agreement, including, but not limited to, its obligation to make any payment when due, then, in addition to all other remedies that may be available to M20 Technology, M20 Technology may disable the Client’s use of the Software; withhold, suspend, or revoke its license grant hereunder; and/or terminate this Agreement.

 

16. Unilateral Rights

M20 Technology reserves the right to modify, suspend, or discontinue the Software (or any part or content thereof) or the terms of this Agreement at any time with or without notice to you, and M20 Technology will not be liable to you or to any Third Party should it exercise such rights.

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17. Force Majeure

M20 Technology will have no obligation to provide the Software, and will not be liable to Client, to the extent and for the period that M20 Technology is prevented from doing so by reason of any cause beyond its reasonable control, including, without limitation, the inability to use or the failure of any third-party telecommunications carrier, the unavailability of any other third-party supplied products or services, the complete or partial unavailability of data from third parties for any reason, or for network, systems, or infrastructure outages or latencies.

 

18. Miscellaneous

This Agreement is governed by and shall be construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws and any action arising out of or relating to this Agreement shall be filed only in the state and federal courts located in the County of New York in the State of New York, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action, and waive all objections to jurisdiction, venue, and inconvenient forum to such courts. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. If any portion of this Agreement is held invalid, the parties hereto agree that such invalidity shall not affect the validity of the remaining portions hereof, and the institution declaring the portion of this Agreement invalid shall be authorized to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by M20 Technology. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Client may not assign this Agreement or any rights herein without the prior, written consent of M20 Technology. A party may transfer its rights and obligations under this Agreement to an affiliate or to another entity in case of a restructuring, merger, or a sale of the whole or of a controlling part of such party’s assets or shares. Unless otherwise indicated all notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party hereto as set forth below and shall either be (a) personally delivered; (b) sent via postage prepaid certified mail, return receipt requested; (c) sent by nationally-recognized private express courier or (d) sent via fax or email provided that a confirmation copy is sent via one of the other methods described herein. Notices shall be deemed to have been given on the date of receipt if personally delivered or via fax/email, or two (2) days after deposit via certified mail or express courier. Either party may change its address for purposes hereof by written notice to the other in accordance with the provision of this section. The addresses for the Parties shall be for Client the address provided in onboarding documents provided to M20 Technology or any registered address and for M20 Technology as indicated above. M20 Technology and Client acknowledge that neither is an agent or employee of the other, and that neither has any authority to bind the other to any agreement or obligation. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous negotiations, proposals and communications between the parties with respect thereto. No statement or representation that is not incorporated herein has been relied upon by a party in agreeing to enter into this Agreement. Any provisions, terms or conditions of Client's purchase order(s) or other documents which are, in any way, inconsistent with or in addition to, the terms and conditions herein, shall not be binding upon M20 Technology and shall have no applicability hereunder. The terms of this Agreement may not be waived, amended or supplemented except in writing executed by M20 Technology. M20 Technology and Client expressly agree that there shall be no third-party beneficiaries to this Agreement.