Professional Services

Product Licensing

Privacy and Security

Products End User Agreement

Effective Date: February 1, 2025

This adLLC Products End User Agreement (“Agreement” or “EUA“) is entered between Agile Doyens, LLC (“adLLC,” “we,” “us,” or “our“) and the individual or entity (“Users,” “you,” or “your“) that purchases adLLC applications, software, and related services (collectively, the “adLLC Products“).

This Agreement does not apply if you have executed an Order pursuant to our Customer Agreement, in which case our Terms of Service will govern your and your authorized users’ access to and use of adLLC Products.

This Agreement is effective as of your initial access to the adLLC Products.

THIS AGREEMENT CONTROLS YOUR LEGAL RELATIONSHIP WITH US AND THE RIGHTS YOU GRANT US WHEN YOU ACCESS AND USE ADLLC PRODUCTS. THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

Please read this Agreement carefully before accessing and using adLLC Products.

Acceptance of this Agreement

YOUR ACCESS TO AND USE OF ADLLC PRODUCTS IS CONDITIONAL ON YOUR ACCEPTANCE OF THIS AGREEMENT. BY ACCESSING, DOWNLOADING, INSTALLING, OR USING AN APPLICATION, YOU AGREE ON YOUR OWN BEHALF AND ON BEHALF OF ANY ORGANIZATION, ENTITY, OR OTHER PERSON ON WHOSE BEHALF YOU MAY ACT TO ACCEPT AND ABIDE BY THIS AGREEMENT FOR EVERY USE OF THE APPLICATION. PLEASE DO NOT DOWNLOAD, ACCESS, OR USE ADLLC PRODUCTS IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

Integration

This Agreement forms the core agreement between you and us and incorporates the following documents:

Privacy Policy: This explains how we collect, use, and disclose Personal Data (defined in our Privacy Policy).
Data Processing Agreement: This explains how we process your Customer Personal Data (defined in our DPA) and how we may transfer your Customer Personal Data from one geographic region to another.
Additional Terms: Additional terms, conditions, and guidelines may apply to specific adLLC Products and are specified at the time of purchase on the Atlassian Marketplace or through separate documents describing the functions or limitations applicable to certain adLLC Products (“Documentation“). If the terms of this Agreement conflict with any such additional terms, the additional terms will control with respect to that specific adLLC Product, and this Agreement will govern all other matters.
Atlassian Marketplace Terms of Use: Some adLLC Products are provided exclusively on Atlassian’s marketplace (“Atlassian Marketplace”). As such, some adLLC Products are subject to the terms and conditions applicable to the Atlassian Marketplace (“Atlassian Terms”). In the event of a conflict between this Agreement and the Atlassian Terms regarding any subscription or payment obligation, the Atlassian Terms control.

Modifications to this Agreement

We reserve the right to modify this Agreement or any incorporated agreements or policies at any time by posting an updated version on our website. We may also provide you with an email notice of material changes or post a notice on our website. You are responsible for regularly reviewing this Agreement and maintaining an accurate and current email address on file so we may notify you of any changes. For any new or subsequent purchases of adLLC Products, this Agreement will be effective as of the effective date posted at the top of this page. For any recurring services, the revised version will be effective upon the next renewal of the Term (defined below). Your continued use of adLLC Products after the effective date of any change constitutes your acceptance of the updated agreement(s). If any modification is unacceptable, you shall cease using adLLC Products. If you have any questions about this Agreement, contact us at doyens@agiledoyens.com.

Eligibility

You may only access adLLC Products in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 or older to access or use adLLC Products. Any access or use by anyone under 18 is prohibited and violates this Agreement. You may not access or otherwise use adLLC Products if you have been previously prohibited from using adLLC Products by us.

1. Our Products

adLLC Products can be purchased by paying all applicable fees (“Fees”) listed on the Atlassian marketplace at (“Atlassian Marketplace“). adLLC Products are provided subject to the terms of this Agreement and or any incorporated agreements and policies. adLLC Products on the Atlassian Marketplace are downloadable software-based applications (“Software Applications“). The license terms, Fees, usage limits, and other limitations applicable to your purchase and use of adLLC Products will be specified at the time of purchase on the Atlassian Marketplace.

2. Access to adLLC Products

Subject to the terms and conditions of this Agreement, the payment of all applicable Fees, and any limitations specified in any incorporated agreements and policies, we hereby grant you and your Authorized Users, during the Term (defined below), a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to download and use the Software Applications in object code only for your internal business purposes only and users (“User Seats”) specified at the time of purchase on the Atlassian Marketplace.

The rights granted under this Agreement are personal, and you may not transfer or otherwise share your rights under this Agreement with any third parties other than Authorized Users. The rights granted in this Agreement are limited to adLLC’s and its licensor’s intellectual property rights in adLLC Products. Software products not proprietary to adLLC, including, without limitation, Third-Party Services (defined below), are licensed separately from their respective proprietary owner(s). adLLC, our licensors, or designees reserve all rights not expressly granted in this Agreement.

3. adLLC Products Support and Updates

We reserve the right, without prior notice, to amend, modify, and stop providing adLLC Products to you and users generally or create usage limits for adLLC Products at any time in our sole discretion. We will make revisions, bug and error fixes, patches, or other alterations to adLLC Products intended to correct an error in adLLC Products (“Updates“) available to you without levying an incremental fee. Certain updates may be deemed by us as required to continue to use adLLC Products (“Required Updates“). You agree to promptly install all Required Updates according to our reasonable instructions. We will use commercially reasonable efforts to provide prior notice via our website or the Atlassian Marketplace before discontinuing any adLLC Products.

adLLC Products are maintained and may receive periodic Updates and Upgrades through releases. We will use reasonable efforts to schedule releases such that any impact on the availability and performance of adLLC Products is kept to a minimum, but we make no promise that adLLC Products will be available to you at all times.

You acknowledge that any Updates or Upgrades to adLLC Products are entirely at our discretion, and we do not represent or guarantee that additional Updates or Upgrades will be made to adLLC Products unless otherwise agreed by us in a separate written agreement.

You may request support via our Help Center or by emailing our support helpdesk available at doyens@agiledoyens.com. Our goal is to answer the majority of your requests within the same business day, but in any event, within 48 hours. To the extent that a support request is related to a security vulnerability in adLLC Products, we will use reasonable efforts to provide support in accordance with the Atlassian Security Bug Fix Policy.

Additionally, support requests made through open forums such as Atlassian Community are monitored by our support team and answered on a best-effort basis.

For more information about the support services we provide to adLLC Products customers, see our Service Support Agreement.

4. Marketplace Account

Your access to some adLLC Products is provided through your Atlassian Marketplace account used to purchase adLLC Products (“Atlassian Account“). You may only associate adLLC Products with an Atlassian Account in which you are the owner or have express permission to use. You agree to keep your Atlassian Account and the contact information in your Atlassian Account accurate and current. You are responsible for maintaining the confidentiality of your Atlassian Account and all activities that occur under your Atlassian Account. You agree to immediately notify us of any unauthorized use of your Atlassian Account or any other breach of security that may result in unauthorized access to adLLC Products. We are not liable for any loss or damage arising from your failure to comply with this Section.

5. Authorized Users

Unless otherwise restricted through the Additional Terms associated with the applicable adLLC Products, you may grant access to all or portions of adLLC Products to your employees, consultants, contractors, agents, or third parties with whom you transact business (“Authorized Users“). adLLC Products may be sold based on the number of User Seats purchased and assigned by you, and in such a case, only Authorized Users for whom User Seats are purchased and all applicable Fees are paid may download, access, and/or use adLLC Products. We are not liable for any errors in the assignment of user roles or permissions granted by you or an administrator and are not responsible for any intentional or unintentional access to or the alteration, deletion, or misuse of Customer Data (defined below) by any Authorized User or any other individual who accesses Customer Data from you or an administrator.

6. User Responsibilities

You are responsible for your and your Authorized Users’ compliance with this Agreement and all acts and omissions while using adLLC Products, including all actions or inactions taken due to the functions or features provided by adLLC Products. You: (i) are solely responsible for the accuracy, quality, integrity, and legality of your Customer Data and how you acquire Customer Data; (ii) shall use commercially reasonable efforts to prevent unauthorized access or use of your Atlassian Marketplace and adLLC Products; and (iii) shall use adLLC Products only according to the terms of this Agreement, the Atlassian Terms, the terms of any incorporated agreements and policies, and all applicable laws and government regulations, including without limitation, all laws relating to intellectual property rights, nondiscrimination, technology export, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity. Without limiting the generality of the foregoing, you are responsible and liable for: (a) compliance with all privacy laws applicable to the collection, storage, transfer, and use of your Customer Data, including all proper requests for disclosure and deletion of Customer Data requested by your customers, if applicable; and (b) all uses of the Atlassian Account or adLLC Products resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

7. Restrictions

Without limitation, you agree to not:

Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit for commercial purposes any portion of adLLC Products without our express written consent;
Share nonpublic features of adLLC Products or any content contained in adLLC Products with any third party;
Use adLLC Products in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
Use adLLC Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person or that violates any applicable law;
Modify or create derivative works based on adLLC Products;
Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on adLLC Products or contained in the software used to provide adLLC Products;
Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
Disrupt or interfere with the security of, or otherwise abuse, adLLC Products, system resources, accounts, servers, or networks connected to or accessible through adLLC Products or affiliated or linked to adLLC Products;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide adLLC Products;
Access, tamper with, or use non-public areas of adLLC Products. Unauthorized individuals attempting to access these areas of adLLC Products may be subject to prosecution;
Use any robot, spider, zombie, scraper, or other automated means to access adLLC Products for any purpose;
Use adLLC Products for competitive analysis or similar purposes;
Access adLLC Products to build, or help others build, a similar or competitive product; or
Frame or link to adLLC Products except as permitted in writing by us.

Without limiting any of our other rights or remedies, any violation by you or your Authorized Users of this Section will result, without notice from us, in the immediate termination of this Agreement and your right to access all adLLC Products.

8. Term

Your right to access adLLC Products commences when you first purchase adLLC Products and continues for the period specified at the time of purchase (“Term“).

9. Termination

You may terminate this Agreement at any time by notifying us in writing and deleting and/or ceasing all use of adLLC Products. We, without prior notice, may terminate your right to use adLLC Products at any time if, in our discretion, your use of adLLC Products violates this Agreement or applicable laws or if we otherwise reasonably believe that your use of adLLC Products could cause damage to adLLC Products, the rights of other users, or for any other reason, even if not outlined in this Agreement. You must delete and cease all use of adLLC Products immediately upon termination of this Agreement or your right to use adLLC Products. Our right to terminate your rights to access or use adLLC Products does not limit our right to seek any other remedy under this Agreement or at law. Termination of this Agreement for any reason does not impact either party’s rights or obligations related to the use of adLLC Products before termination, and each party continues to be bound by the terms of this Agreement after termination for all use of adLLC Products occurring before this Agreement’s termination.

10. Fees

You agree to pay all applicable Fees specified at the time of purchase. adLLC as a vendor of Atlassian sets the price only and does not handle any payments for adLLC Products. For instance, on the Atlassian Marketplace, adLLC only sets the per-user price. The final price in this case is calculated by Atlassian or its affiliates, and adLLC has no control over it. For adLLC Products purchased through the Atlassian Marketplace, all payments are processed directly by Atlassian, and we do not access or store any financial information, including, without limitation, credit card numbers, bank account numbers, or any other information by which a charge can be made. By utilizing the Atlassian Marketplace, you agree to their separate terms of service and/or privacy policy. You understand and agree that we will not be held liable for your failure to complete a transaction through the Atlassian Marketplace. We are in no way responsible for resolving any dispute, support, penalty, or issue that may occur between you and the Atlassian Marketplace. Except as expressly provided otherwise in the Atlassian Terms, all Fees are non-cancellable and non-refundable when paid, and no refunds will be permitted if you terminate your right to use adLLC Products before the end of the applicable Term.

YOU ACKNOWLEDGE AND AGREE THAT BY PURCHASING ADLLC PRODUCTS ON A RECURRING (SUBSCRIPTION) BASIS, YOU AUTHORIZE US OR ATLASSIAN, AS APPLICABLE, TO CHARGE YOU AUTOMATICALLY ON A RECURRING BASIS DURING THE TERM AND UPON ANY RENEWAL PERIOD.

11. Fee Changes and Adjustments

We may revise the Fees, including for Free Applications (defined below), from time to time and in accordance with the Atlassian Terms, if applicable, and we will make reasonable efforts to notify you in advance of such changes.

12. Taxes

Unless otherwise stated, Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes“). You are responsible for paying all Taxes associated with your purchase of adLLC Products, and we are responsible for paying all Taxes related to our revenues.

13. Failure to Pay Fees

If Fees are not received from you as required under this Agreement or as specified at the time of purchase, then, in addition to the other rights and remedies available and at our discretion, and if permitted by the Atlassian Terms, we may: (i) suspend your right to use the applicable adLLC Products until we receive payment for all outstanding Fees; and/or (ii) levy a late fee at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is less, from the date such payment was due until the date paid. You agree to reimburse us for all reasonable costs incurred by us in collecting any late payment or interest, including attorneys’ fees, court costs, and collection agency fees. WE WILL NOT BE LIABLE FOR ANY LOSSES WHATSOEVER INCURRED BY YOU RELATED TO YOUR FAILURE TO PAY UNDISPUTED FEES ACCORDING TO THE TERMS OF THIS SECTION.

14. Free Applications

Certain adLLC Products may be provided on the Atlassian Marketplace by us at no charge (“Free Applications“). You may access and use Free Applications available on the Atlassian Marketplace subject to the terms of this Agreement and any additional terms specified at the time of purchase.

FREE APPLICATIONS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE HAVE NO OBLIGATION TO PROVIDE SUPPORT SERVICES FOR FREE APPLICATIONS, AND WE MAY MAKE ANY FREE APPLICATIONS OR FEATURES OR COMPONENTS THEREOF UNAVAILABLE AT ANY TIME AT OUR SOLE DISCRETION.

15. Free Trials

We may, at our discretion, offer adLLC Products at no cost for a limited period of time (“Free Trial“). If you terminate your access to adLLC Products during the Free Trial, all Customer Data input into adLLC Products will be permanently deleted, and we will not recover it. We reserve the right to modify the terms and conditions of the Free Trial offer or cancel such Free Trial offer at any time without notice.

UNLESS YOU CANCEL BEFORE THE END OF THE FREE TRIAL, YOU WILL BE AUTOMATICALLY CHARGED ALL THE APPLICABLE FEES UPON COMPLETION OF THE FREE TRIAL.

16. Beta Applications

We may make adLLC Products, or certain functions or features of adLLC Products, available on a limited or trial basis for evaluation purposes (“Beta Applications“). Use of Beta Applications is at your discretion and may be subject to additional terms and conditions provided at the time of entry. If you use any Beta Applications, you agree to participate in any testing, feedback, or other participation requirements or requests specified at signup.

BETA APPLICATIONS ARE LIMITED-RELEASE OFFERINGS AND ARE NOT AT THE LEVEL OF PERFORMANCE OF A COMMERCIALLY AVAILABLE PRODUCT OR SERVICE. BETA APPLICATIONS MAY NOT OPERATE CORRECTLY AND BE SUBSTANTIALLY MODIFIED BEFORE THE FIRST COMMERCIAL RELEASE OR, AT OUR OPTION, MAY NOT BE RELEASED COMMERCIALLY. PARTICIPATION IN BETA APPLICATIONS MAY BE TERMINATED ANYTIME BY YOU OR US UPON WRITTEN NOTICE TO THE OTHER PARTY.

BETA APPLICATIONS AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO BETA APPLICATIONS. YOU HEREBY FULLY AND IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY LIABILITIES OR DAMAGES RELATED TO THE USE OF BETA APPLICATIONS.

17. Proprietary Rights

We retain all rights, title, and interest in and to adLLC Products, including, without limitation, the software code used to provide adLLC Products, our trademarks (all names and logos), and all other content provided on or through adLLC Products by us (collectively, “adLLC IP“). This Agreement does not grant you any right to modify, distribute, license, sell, transfer, publicly display, perform, or otherwise exploit the adLLC IP beyond the rights outlined in this Agreement. No rights are granted to you other than as provided in this Agreement, and you agree not to take or permit any actions or inactions that would impair the rights of adLLC or our licensors in the adLLC IP.

You may provide us notes, emails, postings, letters, suggestions, reviews, concepts, or other written materials related to adLLC Products (collectively, “Feedback“). You acknowledge and agree that all Feedback will be our property exclusively, and you do not maintain and will not assert any ownership, intellectual property rights, or other rights to the Feedback. You further agree that we may publicly display, modify, create derivative works of, or otherwise use the Feedback for any legitimate purpose. Should the ownership of the Feedback be found under applicable law not to be our property exclusively, you hereby grant us or our designees a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use any Feedback provided by you relating to adLLC Products for any legitimate purpose.

You acknowledge that a breach of this Section could cause irreparable injury to us that may not be adequately compensated in monetary damages. For such a breach, we shall be entitled to seek equitable relief to protect our interests, including preliminary and permanent injunctive relief.

18. Promotional Rights

By purchasing adLLC Products or by uploading or otherwise providing your business name and/or logo to us or through the Atlassian Marketplace, you agree that we may reference you in our customer listings and may place your business name and logo on our website and marketing materials relating to our products and services, as well as in any press releases or customer “case studies” and the like. You may reasonably request the removal of any such usage of your company’s trademark/logo upon written notice via email to doyens@agiledoyens.com. Please be advised that it may take up to thirty (30) days to process your request and to completely remove your name/logo from our servers.

19. User Privacy

Our Privacy Policy identifies the categories of Personal Data (defined in our Privacy Policy) we collect and how we may use and disclose it. By accessing adLLC Products and/or accepting this Agreement, you expressly consent to our collection and use of Personal Data as described in our Privacy Policy. Without limiting our Privacy Policy, you acknowledge and agree that we may disclose Personal Data, including your name, email address, and account activity, when we believe, in its sole discretion, that such disclosure is necessary or appropriate to: (i) comply with legal processes; (ii) enforce this Agreement; (iii) respond to claims that Customer Data violates the rights of third parties; (iv) investigate the use of or respond to alleged violations of Third-Party Services; or (v) protect our rights, property, or personal safety or that of other users or the public.

We encourage you to read our Privacy Policy before you use adLLC Products.

20. Customer Data

“Customer Data” means all of your or your and your customers’ content, information, and data that includes, without limitation, any: (i) data input directly into adLLC Products; (ii) data that is accessible or otherwise made available to adLLC Products; (iii) Personal Data of you or your customers; and (iv) data that is stored on Third-Party Services and is readable or otherwise accessible by adLLC Products.

You shall retain all rights, title, and interest in and to the Customer Data provided by or on behalf of you, including any and all of your copyrights, trademarks, and other intellectual property rights and any associated goodwill (“Customer IP“). We will not take any action inconsistent with your rights in the Customer IP.

We will not access, sell, transfer, or use your Customer Data (excluding Related Data) other than as necessary to provide adLLC Products to you, including for troubleshooting, testing, and support, and only for as long and as much as required. To allow us to provide support for adLLC Products, you hereby grant us a non-exclusive, royalty-free, assignable, sublicensable, and irrevocable right and license to use, reproduce, adapt, and distribute Customer Data as reasonably necessary: (i) to provide adLLC Products to you and Authorized Users as required under this Agreement and to exercise our other rights, and perform our other obligations, under this Agreement; and (ii) in perpetuity, to use and disclose Related Data, on a de-identified basis for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. The license at subsection (ii) above will survive the termination or expiration of this Agreement.

You agree to comply with all applicable laws in providing Customer Data to us. You represent and warrant that: (i) you have obtained all necessary rights, consents, releases, and permissions to provide Customer Data to us and to grant us the rights to Customer Data necessary for us to provide adLLC Products as specified in this Agreement; and (ii) our processing of Customer Data does not and will not violate any applicable laws or the rights of any third party, including, without limitation any intellectual property rights, rights of privacy, or rights of publicity.

We may derive information from your use of adLLC Products (“Related Data“). Related Data includes, without limitation, data associated with requests made to and responses generated in connection with adLLC Products. Related Data will be our property, and neither we nor our affiliates shall have any duty to compensate or account to you in connection with any of the foregoing rights. Except as required by law or by valid legal process, we shall not, without your consent, specifically identify you or any of your customers in association with such Related Data other than as expressly permitted under this Agreement, our Privacy Policy, or our Data Processing Agreement, if applicable.

To learn more about how we protect your Customer Data, please see our Security Policy.

21. No Sensitive Data

adLLC Products are not designed to comply with industry-specific or region-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), Gramm-Leach-Bliley Financial Services Modernization Act (GLB), Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), or other similar and applicable laws. You may not use adLLC Products where your communications would be subject to such laws. If you store or process Customer Data subject to HIPAA, FISMA, GLB, Dodd-Frank, or other similar laws, you do so entirely at your own risk and acknowledge that adLLC will not be liable for non-compliance with this Section. You are solely responsible for ensuring that adLLC Products you purchase or subscribe to meet all laws and regulations applicable to your business and the Customer Data you process through adLLC Products.

22. Data Protection

We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data, if any, that we access through your use of adLLC Products. Additionally, our Data Processing Agreement applies if and to the extent that your Customer Data includes Personal Data about your customers. Our Data Processing Agreement is incorporated into this Agreement by reference. Please see our Data Processing Agreement for more information regarding how we Process (as defined in our Data Processing Agreement) Customer Data that contains the Personal Data of your customers.

You recognize and agree that storing information online involves unauthorized disclosure or exposure risks and that you assume such risks in accessing and using adLLC Products. We offer no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through error or actions, including the negligence of third parties or us.

We are not responsible for any intentional or unintentional misuse of Customer Data by you (including your employees, subsidiaries, affiliates, and/or parent companies) and/or by your Authorized Users, Atlassian, or Third-Party Services providers whom you have granted access to Customer Data via adLLC Products. You understand that you are responsible for safeguarding Customer Data and backup and restoration of Customer Data. We are not responsible for the unauthorized disclosure of Customer Data resulting from your negligence, use of Atlassian products, Third-Party Services, or any other means outside our reasonable control.

23. Data Hosting

Unless otherwise agreed to by us or through or if specified in any Additional Terms, we process and store all Customer Data in the United States. If you are located anywhere outside the United States, please be advised that we may transfer your Customer Data to the United States and other countries, whose laws may not provide the same protections as the laws in your country. If you provide access to adLLC Products or Customer Data to adLLC personnel, such as when making a support request through our helpdesk, the applicable adLLC personnel may be located in a country not specified in this Agreement. By providing such access, you assume all risks related to access or processing of your Customer Data in the location of the applicable adLLC personnel.

adLLC Products may not be appropriate or available in some US and/or non-US jurisdictions. Any use of adLLC Products is at your own risk, and you are responsible for ensuring that adLLC Products you purchase meet the data protection laws applicable to you and/or your customers. At our discretion, we may limit adLLC Products’ availability at any time, in whole or in part, to any person, geographic area, or jurisdiction we choose. We may maintain different data hosting and security protocols for different adLLC Products and users in different jurisdictions at our sole discretion.

24. Confidentiality

“Confidential Information” refers to the following items that either party discloses to the other: (i) any document marked “Proprietary” or “Confidential;” (ii) any other nonpublic materials and information provided or made available by us to you, including information regarding technology, know-how, processes, software programs, research, development, financial information, and information we provide regarding third parties; (iii) any other sensitive or proprietary information you should reasonably consider a trade secret or otherwise confidential; and (iv) any nonpublic materials and information uploaded by you in adLLC Products, including Customer Data. Confidential Information does not include information that: (a) is or becomes generally known or available to the public; (b) is already known at the time of receiving the Confidential Information through no wrongful act of the receiving party; (c) is furnished by a third party with the right to do so; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. Each party agrees not to use or disclose any Confidential Information of the other party except for the purpose of meeting its obligations under this Agreement and will not use Confidential Information for any other purpose whatsoever.

If either party is required to disclose Confidential Information relating to the other party to a court or government agency, it shall, before disclosure and as soon as practicable, notify the other party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. The obligation of confidentiality shall not apply to any disclosure of proprietary information by us if required as part of the sale of our business, whether in whole or in part, to a third party, provided that we enter a confidentiality agreement with the third party on terms no less stringent than those outlined in this Agreement.

The receiving party may disclose Confidential Information of the other party to its employees, agents, contractors, and other representatives who have a need to know and who are bound to confidentiality obligations to less protective than the confidentiality terms of this Agreement provided that the receiving party remains responsible for their compliance. The parties acknowledge that a breach of this section by the receiving party could cause irreparable injury to the disclosing party that may not be adequately compensated in monetary damages. For such a breach, the disclosing party is entitled to seek equitable relief to protect our interests, including preliminary and permanent injunctive relief, without the need to post a bond, and in addition to any other remedies available to the disclosing party under this Agreement or at law.

25. Third-Party Services

adLLC Products provide access to and/or integrate with applications, software, or services not owned or operated by adLLC and provided by third parties, including, without limitation, Atlassian’s Jira (“Third-Party Services“). Some adLLC Products depend on the availability of third-party APIs and other integrations to function properly. You acknowledge that we do not control the availability of such APIs and are not responsible for downtime, unavailability, or discontinuation of any required APIs. We do not warrant any Third-Party Services, regardless of whether adLLC Products are intended for use with such Third-Party Services. You expressly relieve us from all liability arising from your use of Third-Party Services, and any use is solely between you and the applicable Third-Party Services provider. You are solely responsible for compliance with any agreements between you and applicable Third-Party Services providers, including payment of all applicable fees. We are not responsible for any disclosure, modification, or deletion of Customer Data, including Personal Data, resulting from access by Third-Party Services. Additionally, we are not responsible for downtime or unavailability of any Third-Party Services outside our reasonable control. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF PROFITS ARISING FROM THE USE OR THE INABILITY TO USE THIRD-PARTY SERVICES.

26. Open Source Software

Portions of the Software Applications may include Open Source Software (defined below) subject to third-party terms and conditions. “Open Source Software” or “OSS” means all software that is distributed as “open source software” or under similar licensing or distribution terms (including, without limitation, to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Affero General Public License (AGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License). A list of all third-party OSS and related terms used in the Software Applications is available on our website at agiledoyens.com/legal/oss. Notwithstanding anything in this Agreement to the contrary, we make no warranty or indemnity with respect to any OSS.

In the event of a conflict between the terms of this Agreement and the terms of any OSS licenses included with the Software Applications, the terms of the OSS licenses shall control with regard to the OSS included with the Software Applications for the specific terms in conflict, and this Agreement shall apply to the remainder of the Software Applications.

27. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY US AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES”) FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF ADLLC PRODUCTS THAT, WITHOUT LIMITATION, INCLUDES: (I) YOUR ACCESS TO OR USE OF ADLLC PRODUCTS FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (II) YOUR VIOLATION OF THIS AGREEMENT; (III) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY; (IV) YOUR USE OF ANY THIRD-PARTY SERVICES; OR (V) ANY BREACH, DISCLOSURE, OR MISUSE OF CUSTOMER DATA BY YOU OR YOUR AUTHORIZED USERS. IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION REQUIRING THE PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (IV) ABOVE.

28. Intellectual Property Indemnification

We will indemnify you for all costs arising from any suit or proceeding alleging that adLLC Products purchased by you infringes the intellectual property rights of a third party, provided that you: (i) give us immediate notice in writing of such suit, proceeding, or threat; (ii) permits us control, through counsel of our choice, to defend and/or settle such suit; and (iii) give us all necessary and reasonable information, assistance, and authority, at our expense, to enable us to defend or settle such suit. The above provision will not apply to, and we will have no liability or obligation for, any infringement arising from: (a) your use of adLLC Products in violation of this Agreement, any additional terms specified at the time of purchase, or in violation of the Documentation; (b) any modification of adLLC Products not provided by our authorized representatives or us; or (c) any combination of adLLC Products with Third-Party Services, software, or applications not provided by us. In the event the use of adLLC Products is challenged by a third party, or if we wish to minimize our potential liability, we may, at our sole option and expense and without any cost or harm to you: (i) procure the right to use adLLC Products; (ii) modify the adLLC Products so that they no longer infringe but remains functionally equivalent; or (iii) terminate this Agreement and refund any prepaid and unused Fees.

29. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE PROVIDE ADLLC PRODUCTS ON AN “AS-IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS. YOUR USE OF ADLLC PRODUCTS IS AT YOUR OWN RISK, AND TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT: (I) ADLLC PRODUCTS WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR INTENDED RESULTS OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE. HARDWARE, APPLICATIONS, SYSTEMS OR SERVICES; (II) THE OPERATION OF ADLLC PRODUCTS WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; (III) DEFECTS IN ADLLC PRODUCTS, IF ANY, WILL BE CORRECTED; OR (IV) THE INFORMATION OR CONTENT PROVIDED ON OR THROUGH ADLLC PRODUCTS WILL BE ACCURATE, RELIABLE, OR CURRENT. WE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.

30. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING OUR OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING ADLLC PRODUCTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, RELIANCE, LOST DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO YOUR USE OF ADLLC PRODUCTS OR THIS AGREEMENT. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE ADLLC PRODUCTS; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY COMMUNICATION OR MESSAGES YOU SEND US; (III) THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (IV) ANY OTHER MATTER RELATING TO YOUR OR AN AUTHORIZED USER’S USE OF ADLLC PRODUCTS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US FOR ADLLC PRODUCTS. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

31. Allocation of Risk

You acknowledge and agree that we provide adLLC Products in reliance upon the disclaimers of warranty and the limitations of liability contained herein and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us or entering into the risk allocation arrangement as outlined in this Agreement, then the terms will apply to you to the fullest extent permitted by applicable law. The parties agree that each wishes to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.

32. Release

If a dispute arises between you and any third party in connection with your use of adLLC Products, you agree to release adLLC (and our affiliates, officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

33. Entire Agreement

This Agreement and any other terms and agreements incorporated herein by reference constitute the entire agreement between you and us concerning adLLC Products. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

34. Severability

If any provision of this Agreement is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

35. No Waiver

Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available under this Agreement or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.

36. No Assignment

You may not assign or transfer this Agreement or any of your rights and obligations under this Agreement without our prior written consent. Any assignment or transfer in violation of this Section will be void. Notwithstanding the foregoing, you may assign this Agreement without our written consent: (i) in connection with a merger, acquisition, or sale of all or substantially all of your assets; or (ii) to any affiliate or as part of a corporate reorganization; provided that: (a) we are notified in writing within ninety (90) days of such assignment; and (b) the assignee agrees to be bound by the terms and conditions contained in this Agreement. We may assign our rights and obligations under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties and their successors and permitted assigns.

37. Headings

The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or affect such section.

38. Arbitration

For any dispute with us, you agree to first contact us at doyens@agiledoyens.com and attempt to resolve the dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity of any provision, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (“AAA“) under the Commercial Arbitration Rules. Each party is responsible for paying AAA filing, administrative, and arbitrator fees per AAA rules. The arbitration will be conducted in the County of New York, New York, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing party in any arbitration is entitled to the costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses. This arbitration provision is governed by the Federal Arbitration Act.

39. No Class Action; No Jury Trial

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

40. Governing Law and Venue

The laws of the United States and the State of New York shall govern this Agreement without regard to conflict of laws principles. Any dispute excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the United States District Courts for the Southern District of New York, and the parties submit to the personal jurisdiction of such courts. If neither subject matter nor diversity jurisdiction exists in the United States District Courts for the Southern District of New York, then the exclusive forum and venue for any such action shall be the state courts located in the County of New York, New York, and the parties hereby submit to the personal jurisdiction of such courts.

41. Technology Export

You shall not, and shall ensure that your Authorized Users do not, export adLLC Products or otherwise remove them from the country where they were obtained except in compliance with all applicable laws and regulations. Specifically, and without limitation, you shall not permit any third party to access or use adLLC Products in a country subject to a United States embargo or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By ordering, accessing, or using any adLLC Products, you represent and warrant that you are not in any country included on any such list. Further, you commit to not use any adLLC Products for any end uses prohibited under applicable United States laws and regulations, including, without limitation, any application related to, or purposes associated with, nuclear, chemical, or biological warfare, missile technology (including unmanned air vehicles), military application and any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America.

42. Government Users

If adLLC Products are being or have been acquired with U.S. Federal Government funds, or you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of adLLC Products, or any related documentation of any kind, including technical data or manuals is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995), as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire only those rights specified in this Agreement and any applicable addendum.

43. Notices; Electronic Communication

By downloading or otherwise accessing adLLC Products, you consent to receive our communications and notices electronically, either through adLLC Products, the Atlassian Marketplace, or by email. You agree that all agreements, notices, disclosures, and other communication we provide to you electronically satisfy any legal requirement for such communications to be in writing. You may also send us physical notices by receiving an address as specified below.

44. Contact

For questions regarding this Agreement, or to receive an address where correspondence can be mailed, contact us via our Help Center or at doyens@agiledoyens.com.