End User License Agreement for David Simpson Apps cloud software products/services. Read the terms and conditions of this license agreement carefully before installation.
David Simpson Apps' End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and David Simpson Apps. for the David Simpson Apps software product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and David Simpson Apps, (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. Grant of license
The SOFTWARE PRODUCT is licensed as follows:
(a) Installation and Use
David Simpson Apps grants you the non-exclusive and non-transferable right to install and use one copy of the SOFTWARE PRODUCT on one Production instance of a host Atlassian product.
2. Description of other rights and limitations
(a) Maintenance of Copyright Notices
You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
You may have no access to the application and may not distribute it.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(d) Rental and modification
You may not rent, lease, or lend, merge, adapt, vary, alter or modify the SOFTWARE PRODUCT, save as set out in clause 8 or as otherwise agreed in writing.
(e) Support Services
David Simpson Apps may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws
You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
Without prejudice to any other rights, David Simpson Apps may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, all rights granted to you under this EULA shall cease, you must immediately cease all activities authorised by this EULA and you must destroy all copies of the SOFTWARE PRODUCT in your possession.
All title to intellectual property rights, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by David Simpson Apps or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by David Simpson Apps.
5. No warranties
David Simpson Apps expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. David Simpson Apps does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. David Simpson Apps makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. David Simpson Apps further expressly disclaims any warranty or representation to authorised users or to any third party.
6. Limitation of liability
(a) In no event shall David Simpson Apps be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'authorised users' use of or inability to use the SOFTWARE PRODUCT, even if David Simpson Apps has been advised of the possibility of such damages. In no event will David Simpson Apps be liable for loss of data direct or indirect loss of profits or anticipated savings or for indirect, special, incidental, consequential, losses, or other damages based in contract, tort or otherwise. David Simpson Apps shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
(b) You acknowledge that the SOFTWARE PRODUCT has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
(c) David Simpson Apps’ maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances (save as set out in paragraph 6(d) below be limited to a sum equal to 100% of most recent subscription for one year (12 times the monthly subscription or one times the annual subscription as applicable) paid by you under the EULA.
(d) David Simpson Apps do not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
7. Evaluation software
This paragraph applies to any cloud SOFTWARE PRODUCT that David Simpson Apps makes available on an evaluation basis ("Evaluation Software"). As per Atlassian terms, the end user may evaluate the SOFTWARE PRODUCT free for "a minimum of 30 days and ends on the second billing cycle after you first subscribe to the app". With no further action, the SOFTWARE PRODUCT will then be enrolled on a paid monthly subscription (or annual subscription at your choosing). Once the initial evaluation period has ended, repeat evaluations are not allowed, where not enforced by Atlassian, it will be enforced by the SOFTWARE PRODUCT. End User acknowledges that evaluation software may not be fully functional. Notwithstanding anything else in this agreement, David Simpson Apps does not offer any warranty, indemnity for any evaluation software.
On ending usage of any cloud SOFTWARE PRODUCT, where the license is to be removed or if there is no intention to re-subscribe within 30 days, end user acknowledges that they will also UNINSTALL the SOFTWARE PRODUCT from their host Atlassian instance and failure to do so may result in their instance continuing to send your information to us, out of contract.
8. Source code
David Simpson Apps may provide through online documentation or support some elements of software in source code form ("source code"). Unless otherwise specified, end user may modify source code solely to develop bug fixes, customisations, and additional features ("End User Modifications") and, notwithstanding anything else in this Agreement, may only use End User Modifications internally for purposes of using the Software licensed from David Simpson Apps. David Simpson Apps will have no support, warranty, indemnity or other obligations relating to, and assumes no liability for, any End User Modifications or any effect they may have on the operation of the Products.
9. Publicity rights
We may identify you as an Atlassian customer in our promotional materials. You may request that we stop doing so by submitting an email to firstname.lastname@example.org at any time. Please note that it may take us up to 30 days to process your request.
10. Data protection
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(a) David Simpson Apps will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligation or rights under the Data Protection Legislation. In this clause, Applicable Laws means (for so long as and to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
(b) David Simpson Apps acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and David Simpson Apps are the Processor. Schedule 1 sets out the scope, nature and purpose of processing by David Simpson Apps, the duration of the processing and the types of Personal Data and categories of Data Subject.
(c) Without prejudice to the generality of clause 10(b), you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to David Simpson Apps and/or lawful collection of the Personal Data by David Simpson Apps on behalf of you for the duration and purposes of this agreement.
(d) Without prejudice to the generality of clause 10(a), David Simpson Apps shall, in relation to any Personal Data processed in connection with the performance by it of its obligations under this agreement:
(i) process that Personal Data only on your instructions given in accordance with your use of the SOFTWARE PRODUCT unless David Simpson Apps are required by Applicable Laws to otherwise process that Personal Data. Where David Simpson Apps are relying on Applicable Laws as the basis for processing Personal Data, David Simpson Apps shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit David Simpson Apps from so notifying you;
(ii) David Simpson Apps shall, subject to clause 10(g) below, ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(iii) David Simpson Apps will ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(iv) David Simpson Apps will, so far is it is reasonably practicable to do so, assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(v) David Simpson Apps will notify you without undue delay on becoming aware of a Personal Data Breach;
(vi) at the written direction of you, David Simpson Apps will delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(vii) David Simpson Apps will maintain complete and accurate records and information to demonstrate its compliance with this clause 10.
(e) You consent to David Simpson Apps appointing Atlassian and Amazon Web Services as third-party processors of Personal Data under this agreement. David Simpson Apps confirm that it has entered into a written agreement substantially on that third party's standard terms of business. Amazon Web Services, and Atlassian, Inc. and their U.S. affiliates will process your Personal Data outside of the European Economic Area and each self-certify to and comply with the EU-U.S. Privacy Shield Frameworks.
(f) Other than to Atlassian, and Amazon Web Services, David Simpson Apps will not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
(i) you or David Simpson Apps have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) David Simpson Apps complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) David Simpson Apps complies with reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;
(g) You acknowledge that the SOFTWARE PRODUCT has not been developed to meet your individual requirements, and that it is your responsibility to determine how to use the SOFTWARE PRODUCT in accordance with all applicable requirements of the Data Protection Legislation and carry out your own assessment of whether the SOFTWARE PRODUCT provides the appropriate level of security required for the nature of the processing being carried out by you. David Simpson Apps’s security policy is set out [at appendix 1/here].
(h) David Simpson Apps may at any time on not less than 30 days’ notice, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement.
11. Other important terms
David Simpson Apps may transfer its rights and obligations under this EULA to another organisation, but this will not affect your rights or its obligations under this EULA.
You may only transfer your rights or your obligations under this EULA to another person if David Simpson Apps agree in writing.
This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. David Simpson Apps and you both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
Where you have subscribed for the SOFTWARE PRODUCT on a period basis, David Simpson Apps reserves the right to amend this EULA from time to time with such changes being notified to you and coming into effect on each renewal of the EULA.
Processing, Personal Data and Data Subjects
Processing by the Provider
Scope, nature, purpose and duration
The SOFTWARE PRODUCT is an Atlassian Marketplace App which is used in conjunction with Atlassian’s Jira or Confluence Cloud. When using the Software Product to interface between your server, data centre, mail server or other provider, any Personal Data forming part of the communications being submitted using the Software Product will be processed by David Simpson Apps in a server hosted by Amazon Web Services.
You are able configure the SOFTWARE PRODUCT to determine how Personal Data is processed and how long Personal Data is retained using the SOFTWARE PRODUCT.
The Personal Data is being processed for the purpose of the Customer’s use of the Software Product.
Types of Personal Data
The Personal Data transferred concern the following categories of data:
Direct identifying information (e.g., name, email address, telephone).
Device identification data and traffic data (e.g., IP addresses, MAC addresses, web logs).
Any personal data supplied by users of the SOFTWARE PRODUCT.
Categories of Data Subject
The Personal Data concerns end users of the SOFTWARE PRODUCT, in addition to individuals whose personal data is supplied by end users of the SOFTWARE PRODUCT.
Third party sub-processors
Amazon Web Services
Our cloud app processes customer traffic using services running within AWS infrastructure
Our cloud app processes customer traffic using services running within Heroku infrastructure
Our support service is powered by email hosted on Google GSuite
Our support service is powered by Atlassian Jira Service Management. Billing for your usage of our app is handled by Atlassian.