This Agreement is between Okapya and the user of the Software (“you”). The provider of the Jira software, Atlassian Pty Ltd or any of its affiliates (“Atlassian”) are not a party to this Agreement. Your use of the Software is subject to any agreement that may exist between you and Atlassian, including the Atlassian Marketplace Terms of Use.

1. Grant of Licence

If you are using the server version, Okapya hereby grants you a limited, revocable, non-sublicensable, non-exclusive, non-transferable licence to download and use the Software only on hardware systems owned, leased or controlled by you, subject to the terms and conditions of this agreement (the “Server Licence”) Subject to termination by Okapya in case of a default, the Server Licence shall be perpetual.

If you are using cloud version of the Software, Okpaya hereby grants you a limited, revocable, non-sublicensable, non-exclusive, non-transferable right to use the Software in accordance with the terms and conditions of this agreement (the “Cloud Licence”).

Regardless the type of licence purchased by you, Okapya also grants you the right to reproduce the manuals and other documents available online relating to the installation and use of the Software (the “Documentation”) in association with authorized copies of the Software for the sole purpose of using the Software in accordance with this agreement.

The Software and Documentation are licenced, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licences to the Software.

2. Authorized Users

The Software is licenced for a limited number of users. Any user of the Software must be authorized to use the Jira software. The Software may never be used by more authorized users than the number of users authorized to use the Jira software.

You must ensure that all authorized users comply with the terms and conditions of this agreement and you are liable for their conduct.

3. Fees

The licence granted herein in conditional on the payment of all fees as specified in the Atlassian Marketplace.

4. Maintenance

The Server Licence includes maintenance and version upgrades for 12 months after purchase.

The Cloud Licence includes maintenance and version upgrades.

5. Ownership and Limits to Use

The Software and the Documentation will remain at all times the sole and exclusive property of Okapya. Any copy made in accordance with this agreement must indicate the ownership of Okapya.

You agree to comply with the following conditions:

1. you may only use the licence hereby granted to you for the use of the Software in connection with an authorized copy of Jira software or an authorized Atlassian account;
2. you may not reproduce, transmit or provide access to the Software on any computer that is not authorized under this Agreement, either because it is not owned or controlled by you, because it exceeds the limits on copying and use set by this Agreement or for the benefit of any person that is not an authorized user;
3. you may not loan, sell, or otherwise distribute all or any part of the Software or Documentation;
4. you may not modify, reverse engineer, decompile or disassemble the Software in whole or in part, or create any derivative works from or sublicence any rights in the Software or provide your assistance to any effort of a third party to do so;
5. you may not modify or alter in any manner the Software or the Documentation or take part in any such an effort initiated by a third party; and
6. this agreement does not grant you the right to access to the source code of the Software.

6. User Support

Okapya undertakes to use commercially reasonable efforts to provide support to you through the Okapya Help Center and by email for the Software during normal business hours, and to respond within five business days from the receipt of your request.

7. Improvements

You acknowledge and agree that Okapya is the sole owner of the Software and Documentation, including improvements made based on the feedback you may provide about the Software or Documentation (“Improvements”). You hereby agree you will make no claims of intellectual property rights to such Improvements or to such modified software, programs, data structure or other intellectual property created pursuant to Improvements, and where Okapya is not by law the first owner of such Improvements, You hereby assign and transfers to Okapya any and all right, title and interest you have or may have in the Improvements.

8. Publicity Rights

You agree that Okapya may use your name and logo for the purpose of identifying you as a user of the Software. Okapya will comply with a written request to discontinue such use within 30 days.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OKAPYA BE HELD LIABLE FOR ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL RESULTING FROM THE USE OF THE SOFTWARE AND DOCUMENTATION OR THE INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, THE LOSS OR ALTERATION OF DATA, LOSS OF PROFIT, INTERRUPTION OF BUSINESS AND LOSS OF EMPLOYEE WORK TIME. THIS EXCLUSION OF THE LIABILITY OF OKAPYA WILL PREVAIL EVEN WHEN YOU ADVISE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

10. No Warranty

The Software and Documentation are delivered "as is" and Okapya makes no express warranties and disclaims all implied warranties with respect to Software and documentation.

Okapya does not warrant that the Software will operate without interruption or be error free nor does it make any warranties relating to the use, performance or results that may be obtained through the use of the Software and Documentation.

You accept responsibility for the use of the Software and the results obtained therefrom. Besides, you agree that, as part of your use of the Software, you are responsible for any direct and/or indirect consequences or damages resulting from your use of the Software.

11. Indemnification

Okapya agrees to indemnify and hold you harmless from claims by third parties alleging that the Software infringes such third party's Canadian copyright or trademark and shall pay damages finally awarded by a court of competent jurisdiction against you for such a claim or, if such claim is settled, the settlement amount, provided that prompt notice of such claim is given to Okapya, that Okapya is given sole control of the defense of such claim and that you cooperate reasonably with Okapya. This is your sole and exclusive remedy for any claims of intellectual property infringement by third-parties.

You agree to indemnify and hold harmless Okapya and its affiliates, employees and representatives for any damages or losses (including reasonable legal counsel fees and expenses) arising of your use, or any authorized user’s use, of the Software in breach of this agreement.

12. Customer Data

If you are using a Cloud Licence, you hereby grant to Okapya a royalty-free, non-exclusive, non-transferable right and licence to use, copy, store and display the data you upload to the Software (“Customer Data”) solely for the purpose of enabling Okapya to provide services under this Agreement.

Okapya will keep Customer Data for 6 months after you are inactive on a trial version of the Software and 12 months after the end of a paid subscription to the Software through a Cloud Licence. After the termination of the aforementioned retention periods, Okapya will be entitled to destroy your Customer Data without further notice or delay.

13. Personal Data

You agree that Okapya may from time to time collect information or data from you and authorized users and use such data in compliance with Okapya’s Privacy Policy.

Okapya may use or authorize others to access and use the collected data only for the sole purpose of providing and improving the functionality and user experience of the Software or as provided by the Privacy Policy. Data collected from users will remain confidential and will not be used by Okapya or any third-party authorized by Okapya for any other purpose.

The Software is not meant for processing personal data and, if you are using the cloud version of the Software, you are responsible for any personal data you upload to the Software.

14. Export Controls

Export laws and regulations of Canada and any other relevant local export laws and regulations apply to the Software. You agree that such export control laws govern your use of the Software (including technical data) and any services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or materials resulting from the Software and Documentation will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

15. Term and Termination

This agreement shall continue until it is terminated by Okapya or the Software is no longer licenced to you.

If you breach any of the terms and conditions of this agreement or refuse or neglect to pay the applicable fees, Okapya will have the right to terminate this agreement immediately. Okapya may terminate a Cloud Licence at its discretion upon reasonable prior notice to you.

Upon termination of this agreement, you undertake to discontinue your use of the Software and the Documentation and to destroy any copies made, as the case may be.

16. Entire Agreement

All prior proposals, understandings, and other agreements, whether oral or written between the parties that relate to this subject matter are hereby superseded and merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties.

17. No Waiver

If Okapya fails, at any time during the term of this agreement, to insist upon strict performance of any of your obligations under this agreement, or if Okapya fails to exercise any of the rights or remedies to which it is entitled under this agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

18. Governing Law

This agreement is governed and will be construed in accordance with the laws applicable and in force in the Province of Quebec, Canada.

19. Language

The parties confirm hereby that they each require that this agreement and all documents and notices in connection therewith be drawn up in English. Les parties reconnaissent par les présentes que chacune d’elles a exigé que cette convention et tout document ou avis y afférent soient rédigés en anglais.