End User License Agreement (EULA)

Effective date: 22nd July, 2021

Agreement
1. By accessing, downloading, installing, or using any software including content, updates and new releases (collectively the “Products”, each a “Product”) provided by Encora Nearshore, Inc., (“Encora”), you, and, as the case may be, the entity or company that you represent (the “End User” or “You”), are agreeing to be bound by this End User License Agreement. The End User License Agreement, hereinafter referred as “Agreement”, gives you certain rights and responsibilities depending on the product license you selected, purchased or subscribed to, as more fully described herein.
  The Agreement includes by reference Encora Digital, Inc.’s Software Dev Tools Global Privacy Policy Notice https://softwaredevtools.com/privacy, and any terms provided separately to you for the product, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.
2. If you do not agree to the terms of this Agreement, do not install or attempt to use any of the Products.
License grant and restrictions
1. The Products enable remote teams with different capabilities to collaborate, stay in sync, follow up on tasks and encourage them to work in a more agile way. We grant you a license to deploy the Products solely for your internal business operations, as described in section 3.
2. The Products include, but not limited to, Apps, add-ons, plugins and integrations for JiraTM, ConfluenceTM and Jira Service DeskTM. JiraTM, ConfluenceTM and Jira Service DeskTM, Freshworks, SlackTM, TrelloTM, and monday.comTM, which are provided either directly by Encora or by third party platforms (the “Platform Provider”). The Products are offered and provided through an online marketplace of the Platform Provider").,. Your use and purchase of these products through the Platform Providers is subject to the Terms and Conditions available by each Platform Provider, as well as those contained in this Agreement for the use of The Products.
3. In providing the Products, Encora may also provide products or access to services provided by third parties ("Third-Party Products"). The End User’s procurement or use of any Third-Party Products is regulated under separate agreements between the End User and the relevant third party. Encora, is not responsible for any Third-Party Products.
4. The Product is protected by copyright, trade secret, and other intellectual property laws. You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, software code, text, files, audio recordings, video recordings, product names, company names, trademarks, logos and tradenames contained on or provided in the Products, including the manner in which the Products are presented or appear and all information relating thereto, are the property of their respective owners as indicated by the respective owners or Encora Nearshore, Inc., as the case may be. The copying, decompiling, redistribution, use, or publication by you of any part of the Products, except as contemplated by this Agreement, is strictly prohibited. You do not acquire ownership rights to any of the Products. The provision of any Products by Encora Nearshore, Inc. or any other person or entity does not constitute a waiver of any right in such Products.
5. If you violate any of these terms, this Agreement and your license to use the Product may be terminated by Encora . in its sole discretion.
License
1. Mandatory activation: To use any of the Products, you must activate them. You can activate a Product by inputting a license key.
2. Evaluation license: An evaluation license may be available by the Platform Provider or directly by Encora, in which case by receiving an evaluation license key for a Product, Encora grants the End User a one-time, non-exclusive, non-sub-licensable, license to use the Product received at the time of download or installation, for a thirty (30) day period commencing on the day the evaluation license key is received by the End User, or as otherwise provided by the Platform Provider. This is not a transfer of title. Any evaluation license is provided “AS IS” without support or warranty of any kind, express or implied.
3. Data centre license: By purchasing a data center license key for a Product, Encora grants the End User a non-exclusive, non-sub-licensable, license to use the Product received at the time of download or installation, for the period of the subscription. This is not a transfer of title.
4. Server License By purchasing a server license key for a Product, Encora grants the End User a non-exclusive, non-sub-licensable, license to use the Product received at the time of download or installation. This is not a transfer of title.
5. Under any of the Licenses, You may not and shall not, without Encora’s express written authorization: (A) transfer any of the Licenses; (B) remove any copyright or other proprietary notations from the Products; (C) distribute the Products for any purpose, including, without limitation, compile an internal database of, redistribute, or reproduce the Products in any form; (C) permit any third party to benefit from the use or functionality of the Product via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; (D) Create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicence, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Products in whole or in part, in any form or by any means whatsoever, be physical, electronic or otherwise; (E) Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement; or (F) permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Encora or its licensors or allow any third party to access the Products.
6. The End User may submit a request to transfer the Licenses by email to  apps-mx@encora.com. Encora is not obligated to grant any such request, and Encora Nearshore, Inc. may deny any such request for any reason.
7. Encora is not obligated to provide any authorization referred to in paragraph 3.6, Encora reserves the right to charge a fee for the grant of any such authorization, and Encora may cancel such authorization at its sole and unfettered discretion by providing notice to You of such cancellation.
8. The restrictions set out in this Agreement, including the restrictions listed at paragraph 3.5., shall not apply to the limited extent that the restrictions are prohibited by applicable law.
End user's use of products
1. The End User shall be solely and exclusively liable for: (A) All information and/ or data which the End User posts, uploads, transmits, processes, disseminates or otherwise shares with others by use of, or in connection with, the Products; (B) informing authorized users of the contents of the Agreement (e.g., including provisions regarding processing of personal data); (C) The results which the End User achieves by its use of the Products; (D) Any loss, damages, or costs incurred due to incompatibility between the Products or updates to them and any third-party Products the End User has installed or otherwise uses, and any other issues that may arise as a result of the interaction between the Products and third-party Products or similar products; (E) Any damage or liability to any party resulting from the End User’s use of the Products; and (F) Any unauthorized use of the Products.
2. The End User shall not: (A) Use the Products in any manner or for any purpose that violates this Agreement, any law or regulation, including but not limited to privacy rights and export laws, any right of Encora or any third party, including but not limited to intellectual property rights; (B) Sell, distribute, assign, license, transfer, monitor or copy all or any portion of the Products or any source or object code made available as part of the Products to any third party; (C) Reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Products or parts of the Products or attempt to do any of the foregoing; (D) Interfere with or disrupt the Products; or (E) Rent, lease, loan or provide any other party access to the Products without Encora's pre-approval in writing.
Your privacy and personal information
1. The End User may opt out of promotions by sending an email to  apps-mx@encora.com. Requests to opt out may take thirty (30) calendar days to process.
2. The End User may disable the collection of anonymous analytics information through the Administration Module of the Products.
Content
1. You are responsible for your Content within the subscribed services. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Product. You grant Encora a worldwide, royalty-free, non-exclusive license to host and use any content provided through your use of the subscribed services. You agree not to use the Product for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your content regularly and frequently. You are responsible for any content that may be lost or unrecoverable through your use of the subscribed services. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts immediately suspend or terminated, their financial data deleted, and we may also report to law enforcement officials in the appropriate jurisdictions. Encora is not responsible for the content or data you provide through your use of the Product. You agree not to use the Product to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: (A) Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law; (B) Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor); (C) Except as otherwise permitted by Encora in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; (D) Virus, trojan horse, worm or other disruptive or harmful software or data; and (E) Any information, software or content which yours is not legally and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
2. Encora may freely use feedback you provide. You agree that Encora may use your feedback, suggestions, or ideas in any way, including in future modifications of the Products, services, advertising or marketing materials. You grant Encora a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Encora in any way. We will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
Identification of End user in marketing
1. The End User grants Encora the right to identify the End User as a customer of Encora in promotional materials.
2. The End User grants Encora the right to use the End User’s logos and other trademarks to identify the End User in promotional materials. Encora receives no other rights to Your logos or other trademarks under this Agreement. All goodwill arising from use of your trademarks belongs to you. For clarity, nothing in this Agreement assigns ownership of any of your intellectual property rights to Encora.
3. The End User may revoke or deny Encora the rights granted in 7.1. and 7.2. at any time by submitting a written request to be excluded from promotional materials via email to apps-mx@encora.com Requests may take thirty (30) calendar days to process.
Third-party software
1. The Products may contain software licensed to Encora from third parties, including software licensed under open-source licenses (“Third-party software”). Additional obligations may apply to any use of Third-party software outside of the Licenses granted under this Agreement. In such circumstances you must consult the relevant third party to acquire any necessary licenses and consent in relation to your use of the Third-party software.
2. The Products may use services provide by third parties, for example APIs and web services. Encora disclaims any liability for any failure or limitations of these APIs or services. The Platform Provider, may remove the API end points required for the Products to function properly. Encora disclaims any liability for the consequences of such actions by such third parties.
Links to other web servicesThe Products may contain links to other websites and services. Encora is not responsible for the contents, accuracy, or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Encora Inclusion of any linked website does not imply approval or endorsement of the linked website by Encora If you decide to access these third-party sites, you do so at your own risk.
Support
1. For any Product which the End User has purchased maintenance through the Platform Provider or directly through Encora, Encora will provide online technical support to the End User during the purchased maintenance period.
2. The provision of online technical support is further governed by Encora’s Service Level Agreement (the “SLA”). The SLA can be found at https://softwaredevtools.com/service-level-agreement/.
3. End Users who are entitled to online technical support may request support through Encora’s support portal at https://planningpoker.atlassian.net/servicedesk/customer/portals
Fees for Productsor Products licensed on a payment or subscription basis, the following terms apply, unless Encora notifies you otherwise in writing. This Agreement also incorporates by reference payment terms provided to you for the Product:
1. We may charge a fee for use of all or some features of the Products. If at any time Encora does not charge a fee for any feature of any Product, Encora will in no way be barred from charging a fee for that feature in the future.
2. If Encora does charge a fee, the fee will be decided in the sole discretion of Encora. Encora will provide notice to you if Encora starts charging a fee for a feature or changes the amount of a fee for a feature.
3. We may terminate or suspend this Agreement due to lack of payment on your behalf, within 30 days of the date you have been invoiced.
Refusal of Products
1. Encora reserves the right, at its sole discretion, reserves the right to discontinue all support for the Products or subscribed services, and/or for any features, online or other services or content accessible through the respective subscribed services or Products in accordance with its current discontinuation policy.
2. Encora, can limit the provision of any product or service, including access to or use of any of the Products, to any person or entity, for any reason.
3. Encora., reserves the right to block any functionality of any Product for which an End User does not have a valid evaluation license key, Data centre license key, or Server license key.
Updates to the productsEncora., reserves the right, in its sole discretion, to make any changes to the Products, including adding or removing any features of the Products. Encora, has no obligation to update the Products, and the Products may be changed without notice to you.
Evaluation licenses
1. Any Product licensed under an Evaluation license may only be used for internal evaluation purposes.
2. Each Evaluation license expires thirty (30) days after the End User receives a corresponding evaluation license key. Any Product or any feature of any Product activated with an evaluation license key may cease to operate upon expiration of the corresponding Evaluation license.
3. The End User may only obtain one Evaluation license per Product, unless otherwise authorized by Encora. The End User may request an additional Evaluation license or an extension of an Evaluation license through the Platform Provider Marketplace or by contacting Encora at  apps-mx@encora.com. Encora is not obligated to grant any such request, and Encora may deny any such request for any reason.
IndemnificationYou agree to indemnify, defend and hold Encora and its shareholders, members, partners, employees, representatives, agents, lawyers, staff, affiliates, successors and assigns (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable legal fees, related to your violation of this Agreement or use of the Products.
Disclaimer and limitation of liability
1. YOUR USE OF THE SUBSCRIBED SERVICES AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENCORA, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SUBSCRIBED SERVICES IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SUBSCRIBED SERVICES. THE INFORMATION, FORMS, AGREEMENTS, LICENCES, MEDIA, CONTENT, DIGITAL DOWNLOADS, TANGIBLE PRODUCTS, GOODS AND SERVICES (THE "ITEMS") PROVIDED FROM OR THROUGH THE PRODUCTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE ITEMS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ENCORA AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY OF THE ITEMS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ENCORA AND ITS AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ENCORA. THE PRODUCTS AND THE ITEMS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
2. ENCORA AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SUBSCRIBED SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
3. The Products may not be appropriate under the circumstances for any particular matter. No representations, warranties or guarantees whatsoever are made as to the effectiveness, completeness, adequacy, reliability, suitability, accuracy, correctness, or applicability of any of the Products to a particular situation.
4. All responsibility or liability for any damages caused by the Products, including, without limitation, damages caused by computer viruses or other malicious code contained within the Products is disclaimed.
5. Cap on Monetary Liability. OUR LIABILITY FOR ANY CLAIM UNDER OR ARISING OUT OF THIS EULA OR IN RELATION TO THE PRODUCTS WILL NOT EXCEED THE LESSER OF (A) LICENSE FEES YOU PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR (B) five thousand dollars $5,000.00.
Ability to accept the AgreementYou affirm that You are 18 or more years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. The Products are not intended for individuals under 18. If you are under 18 years of age, then please do not use the Products.
Ability to accept the Agreement
1. This Agreement is effective until terminated by Encora with or without cause, in Encora's sole and unfettered discretion. Encora Nearshore, Inc. may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by Encora shall be in addition to and without prejudice to such rights and remedies as may be available to Encora including injunctive and other equitable remedies.
2. The disclaimers, limitations on liability, ownership, termination, interpretation, your licence(s) to and authorizations of Encora, your warranty, and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
3. This Agreement will automatically terminate if you violate or assist in the violation of any of the restrictions of paragraphs 3.6, 4.1 and 4.2.
4. On the termination of this Agreement, you must remove all Products from your systems and destroy any copies of the Products in your possession whether in electronic or printed format.
5. Any termination of this Agreement shall not affect Encora’s rights to any payments due to it.
Miscellaneous
1. This Agreement shall be treated as though it were executed and performed in the state of Arizona, USA, and shall be governed by and construed in accordance with the laws of the state of Arizona (without regard to conflict of law principles).
2. Any of Your causes of action with respect to the Products must be instituted within six (6) months after the cause of action arose or be forever waived and barred.
3. The language in this Agreement shall be interpreted as to its fair meaning and not construed strictly for or against either party. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
4. All legal proceedings arising in connection with this Agreement shall be brought solely and exclusively in state of Arizona. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process.
5. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
6. Failure of Encora, to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
7. You agree to review this Agreement prior to using the Products. This Agreement may be amended by Encora, from time to time without specific advance notice to You.
8. This Agreement, as modified from time to time as described above, and including the policies incorporated by reference, constitute the entire and only agreements between You and Encora, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Products and the subject-matter of this Agreement.
9. To the extent that anything in or associated with the Products is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.
10. You acknowledge and agree that any information you send or receive during your use of the Product may not be secure and may be intercepted or later acquired by unauthorised parties. You acknowledge and agree that your use of the site and any software or firmware downloaded therefrom is at your own risk.