Syrge End-User License Agreement (“EULA”)

IMPORTANT — PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY. The present EULA is entered into by and between the licensee (which may be either an individual or a legal entity represented by a duly authorized representative, hereinafter referred to as “You”) and the licensor namely Syrge Inc. (“Syrge”). Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.

If you agree to this EULA, not as a private individual but as a duly authorized representative acting for and on behalf of a legal entity, then “You” shall mean such legal entity which shall be bound by this EULA.

This EULA governs:

(a) Syrge's commercially available downloadable computer software products provided for a fee or made available at no charge (“Downloadable Software”),

(b) Syrge's cloud-based software-as-a-service (SaaS) products provided to You on subscription basis (“Cloud Software”), and

(c) any support/maintenance services provided by Syrge relating to the Downloadable Software and/or Cloud Software.

Under this EULA, Downloadable Software and Cloud Software (including all of their respective associated media, printed materials and any “online” or electronic documentation) shall be hereinafter referred to together/collectively as the “Product(s)”.

BY INSTALLING OR USING ANY PART OF THE PRODUCTS, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EULA. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, YOU WILL NOT HAVE ANY RIGHT TO USE THE PRODUCTS. THE ACCEPTANCE BY Syrge IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS EULA.

The Products are protected by copyright laws and international copyright treaties, as well as by other intellectual property laws and treaties. The Products are licensed, not sold. All rights not expressly granted herein are reserved by Syrge.

The Products are designed to be installed on and to interoperate with certain Atlassian host products such as Jira ( “Atlassian Host Product”).

In accordance with Atlassian Marketplace Policies, You may subscribe to one of the following categories of Product licenses:

(a) for Downloadable Software, You may subscribe to Server licenses (“Server License(s)”) or Data Center licenses (“Data Center License(s)”), or

(b) for Cloud Software, You may subscribe to Cloud Software licenses (“Cloud Software License(s)”).

You may subscribe to a free trial Product license (Server License, Data Center License or Cloud Software License) under which Syrge grants You a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the licensed Product (in object code form only for Downloadable Software, and as a software-as-a-service (SaaS) only for Cloud Software), for a certain limited period of time (“Evaluation Period”).

After the Evaluation Period has expired, the Product will automatically cease running on your Atlassian Host Product and in order to use the Product again, You shall subscribe to a standard Product license (standard Server License, standard Data Center License or standard Cloud Software License which shall be hereinafter referred to collectively as “Standard Product License(s)”).

Indeed, You may subscribe to a Standard Product License under which Syrge grants You a worldwide, non-transferable, non-sublicensable, non-exclusive license to use the Product (in object code form only for Downloadable Software, and as a software-as-a-service (SaaS) only for Cloud Software).

The Standard Product License’s duration shall be: (a) perpetual for Server Licenses, (b) for the applicable subscription period for Data Center Licenses, and (c) for the applicable subscription period for Cloud Software Licenses.

A Downloadable Software license allows You to download, install, use and operate the Downloadable Software on only one ( 1) production instance of the applicable Atlassian Host Product, for the authorized number of users and server nodes.

A Cloud Software license allows You to install, use and operate the Cloud Software on only one (1) instance of the applicable Atlassian Host Product, for the authorized number of users.

You may not sell, transfer or convey the licensed Product to any third party without Syrge's prior express written consent.

Fees All Product licensing/subscription fees, if any, shall be paid by You by their due date as agreed upon, on the date of your Product license subscription. Failure to pay any such licensing/subscription fees by their due date shall result in the immediate termination by Syrge of the present EULA.

Syrge may provide You with online support/maintenance/update services related to the licensed Product (“Maintenance Service”), in its sole discretion and for the purposes of (a) addressing technical issues relating to the use of the licensed Product, and/or (b) improving the licensed Product. You are eligible for the Maintenance Service during the following time period(s) (“Maintenance Service Period(s)”):

• in the specific case of Server Licenses (a) for the initial Maintenance Service Period of twelve (12) months starting on the date of Standard Product License subscription, and if You choose to renew the Maintenance Service at the then-current rate (b) for the subsequent renewal Maintenance Service Periods. Subsequent renewal Maintenance Service Periods shall commence upon the date of expiration of the previous Maintenance Service Period regardless of when You renewed the Maintenance Service;
• or in the specific cases of Data Center Licenses and Cloud Software Licenses, during your subscription period.

Syrge may, from time to time, during the Maintenance Service Period, replace, modify, upgrade or improve the licensed Product (including by fixing Product bugs and/or by adding new features to the Product). Syrge, in its sole discretion and as part of the provision of its Maintenance Service, may (a) release new versions of the Downloadable Software, or (b) update the Cloud Software. For Downloadable Software, You may use only the versions of the licensed Product that are released before the end of your Maintenance Service Period.

Your use of the Maintenance Service, if any, is governed by Syrge's policies and programs as described in any Syrge's user manual, online documentation, and/or other materials provided by Syrge.

Any supplemental software code provided to You as a part of the Maintenance Service will be considered part of the licensed Product and subject to the terms and conditions of this EULA. With respect to technical information You provide to Syrge as part of Syrge's support services, Syrge may use such information for its business purposes, including for Product support and development. Syrge will not utilize such technical information in a form that personally identifies You except to the extent necessary to provide You with support services.

Any Product modification/upgrade/update, as made available by Syrge, will be automatically considered an integral part of the licensed Product and therefore will be subject to the terms and conditions of this EULA.

You may terminate this EULA at any time by uninstalling the licensed Product from the Atlassian Host Product and (as applicable) by (a) destroying all your copies of the Downloadable Software or (b) ceasing your access to the Cloud Software.

This EULA will terminate automatically if You fail to comply with the terms and conditions of this EULA.

Upon termination of this EULA, (a) in the specific cases of Server Licenses and Data Center Licenses, You are required to delete all copies of the Downloadable Software from all of your computers, hard drives, networks and other storage media and/or destroy any copies of the Downloadable Software in your possession, and (b) in the specific case of Cloud Software Licenses You are required to uninstall the Cloud Software from your Atlassian Host Instance and stop using the Cloud Software immediately.

Syrge (or its suppliers/licensors, if any) shall own all title, ownership rights, and intellectual property rights in and to the Product(s) (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Product(s)), the accompanying printed materials and any copies of the Product(s).

Unless otherwise permitted under this EULA, You may not: (a) reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from the Product(s), (b) copy or embed elements of the Product(s) into other applications, or publish, transmit or communicate the Product(s) to any third party, and (c) distribute to or provide any third party with access to the Downloadable Software in whole or part.

You may not modify or distribute to any third party any Product’s license key (if any). Unless otherwise permitted under this EULA, You shall not permit anyone to, directly or indirectly: (a) modify or distribute to any third party any Product’s license key (if any), (b) modify the Product(s), (c) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Product(s), and ( d) distribute to any third party any Downloadable Software. You shall maintain and not remove/obscure any proprietary notices on the Product(s), and shall reproduce such notices exactly on all permitted copies of the Product(s).

You acknowledge, understand and agree that: (a) the Product(s) may contain, include or embed software licensed by third parties to Syrge, including open source software, and therefore (b) in addition to the obligations of this EULA, You may be subject to additional third party software licensing terms and conditions when using the Product(s).

The Products use, require and depend on various third party APIs. Syrge disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove the API endpoints required for the Products to function properly. Syrge disclaims any liability for the consequence of such actions by such third parties.

Additionally, You acknowledge and agree that Syrge's Cloud Software may be hosted by third-parties, and that the availability of the Cloud Software shall be subject to such third party’s (a) service availability, and (b) terms of service as further detailed in our Privacy Policy .

“Your Data” means any data, content, code, or other materials of any type that You upload, submit or otherwise transmit to or through the Cloud Software. You will retain all rights, title and interests in and to Your Data in the form provided to Syrge. You hereby grant to Syrge a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide You with the Cloud Software and Maintenance Service.

Syrge may also access your applicable Atlassian Host Product instance solely in order to provide You with the Cloud Software and to respond to your support requests.

Syrge agrees that in the event that Syrge, as a result of your use of Cloud Software, has access to your proprietary information, including but not limited to Your Data and information concerning your business, products, customers and/or services, Syrge shall use all such information solely for the purpose of this EULA.

The manner in which Syrge uses “Your Data” is further detailed in our Privacy Policy .

You grant Syrge the right to include You (this includes your name, your organization’s name as well your logo associated with your name and/or organization’s name) as a customer in its Product promotional materials. You may deny Syrge this right at any time by submitting a written request via email to [email protected], requesting to be excluded from Syrge's Product promotional materials. Requests made after Product license subscription may take thirty (30) calendar days to process.

THE PRODUCT(S) IS/ARE PROVIDED “AS IS”. Syrge MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND Syrge EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, Syrge DOES NOT WARRANT RESULTS OF USE OF THE PRODUCT(S) OR THAT THE PRODUCT(S) IS/ARE BUG FREE OR ERROR FREE OR THAT PRODUCT USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO Syrge's LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE WARRANTY DISCLAIMER MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL Syrge BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. Syrge's LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO Syrge DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE Syrge's LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW.

YOU AGREE THAT Syrge AND ITS LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY USE YOU MAKE OF THE PRODUCT(S).

ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF Syrge HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO Syrge's SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OF LIABILITY AND EXCLUSION MAY NOT APPLY TO YOU.

If the licensed Product becomes, or in the opinion of Syrge may become, the subject of a claim of infringement of any third party’s intellectual property rights, Syrge may, at its option and in its sole discretion: (a) procure for You the right to use the licensed Product free of any liability; (b) replace or modify the licensed Product to make it non-infringing; or (c) refund any Product licensing/subscription fees paid by You to Syrge during the twelve (12) months immediately preceding such third party claim. These above-listed three alternative options (a, b and c) shall constitute your exclusive remedy for any infringement of third party’s intellectual property rights by the licensed Product or any other items provided by Syrge under this EULA. You will indemnify and hold harmless Syrge against all costs, expenses, losses and claims made against Syrge as a result of any infringement of a third party’s intellectual property rights arising from your unauthorized use, your users’ unauthorized use or any other unauthorized use of the Product(s) under this EULA.

You shall indemnify and hold harmless Syrge and its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Your (a) failure to comply with any term or condition of this EULA; or (b) use of the Product(s) in combination with other hardware, software or other systems that would have been avoided but for such use or combination.

To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, Syrge and its licensors, suppliers, employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with your or your users’ use of the Product(s).

This EULA shall be governed by the laws of Canada.

You and Syrge agree to submit any dispute arising out of this EULA to the exclusive jurisdiction of the Courts located in Ontario (Canada).

If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this EULA will remain in full force and effect.

No waiver of any right under this EULA will be deemed effective unless contained in a written instrument signed by the party (or a duly authorized representative of such party as the case may be) against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform any obligation under this EULA will be deemed to be a waiver of any future rights arising out of this EULA.

No agency, partnership, joint venture, or employment is created as a result of this EULA and You do not have any authority of any kind to bind Syrge in any respect whatsoever.

This EULA is not assignable, transferable or sublicensable by You except with Syrge's prior written consent. Syrge may transfer, assign or delegate this EULA and its rights and obligations hereunder without your consent.

This EULA may not be modified or amended by You without Syrge's written agreement (which may be withheld in Syrge's complete discretion). Syrge may from time to time update, modify, revise or amend this EULA. If such a revision or modification meaningfully reduces your rights, Syrge will use reasonable efforts to notify You, for instance but without limitation, by: sending You an email at the email address You provided to Syrge when subscribing for Your Product license or Maintenance Service; posting a notice on Syrge's blog or website; or providing notice of such revision in any Syrge's product documentation.

If Syrge revises this EULA during the term of your Product license, the revised version of the EULA shall come into effect:

with regard to for-a-fee Product (licensed to You for a licensing/subscription fee hereunder), upon the starting date of your next (a) Server License’s renewal Maintenance Service Period, (b) Data Center License’s renewal subscription period, or (c) Cloud Software License’s renewal subscription period. If You object to any amendments or revisions of this EULA, as your exclusive remedy, You may choose not to renew; or with regard to any no-charge Product (licensed to You hereunder at no charge), immediately. You shall indeed immediately accept the modifications/revisions of this EULA to continue using the no-charge Product. If You object to the modifications, your exclusive remedy is to cease using the no-charge Product.

This EULA constitutes the entire agreement between You and Syrge with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the EULA’s subject matter.