End-User Agreement

Last updated: Feb 12, 2024

This End-User License Agreement (hereinafter referred to as EULA) is a legal agreement between You (either an individual or single entity) and Archit Jain sole proprietorship, operating under the registered trademark PgM Innovations (hereinafter referred to as PgM Innovations).

“Software” refers to the PgM Innovations software applications and any accompanying program documentation operating on the Atlassian cloud. “Cloud Products” refer to cloud-based PgM Innovations products and services running integrated with Atlassian Cloud, (Software, Cloud Products are collectively referred to as “Products”) all as specified in your online order at Atlassian Marketplace (“Order”).

Please scroll down and read carefully all terms and conditions of this End­ User License Agreement (“Agreement”) before clicking the “Buy” or similar button or before ordering, downloading, installing, copying, accessing, or using the Products subject to this Agreement. Once you agree to the terms of this Agreement, by clicking on the “Buy” or similar button or ordering, downloading, installing, copying, accessing, or using the Products subject to this Agreement, you abide by all terms and conditions stated or referenced herein. This Agreement is a legally binding contract between You and PgM Innovations that sets forth the terms and conditions governing your purchase of the license from PgM Innovations on the Atlassian Marketplace through Atlassian and/or its partners (collectively referred to as “Atlassian”). This Agreement also applies to any versions, updates, supplements, internet-based services, and support services for the Products, unless other terms explicitly apply.

1. Grant of License
The relationship between You and PgM Innovations is that of licensee/licensor.

Subject to the terms and conditions of this Agreement, PgM Innovations grants You a non-exclusive and non-transferable right to use the Products, for Your business operations or personal and non-commercial purposes for a period limited to the License Term, as specified in the Order. As per the Cloud Products licensed every month, the License Term will be renewed (and continue to be renewed) for some time equal to the License Term, specified in the initial Order.

You must ensure the maximum number of authorized users accessing and using the Products is equal to the number of licenses for which a License Fee has been paid to PgM Innovations. If you add authorized users during your License Term, PgM Innovations may charge You for the increased number of authorized users pursuant to the then-currently applicable license fee.

You agree that, the Software shall be used on one active host product at a time, and shall not be simultaneously used on another active host product during or after the License Term. For the avoidance of doubt, Software may be used simultaneously on another “non-production” host simulation for the purposes of testing, development and/or configuration. In the event of any use contrary to this Article, PgM Innovations may charge You for the increased use within the meaning of this Article, pursuant to the then-currently applicable license fee.

Subject to the conditions and limitations set forth in this Agreement, You may install and use any available versions of the Software throughout the License Term, without making any payment additional to the License Fee. Upon the expiration of the License Term, subject to the conditions and limitations in this Agreement, You may continue to use (i) the Server Products; and, (ii) any available versions thereof prior to the expiration of the License Term. You agree and acknowledge that (i) DataCenter Products cease to function, and (ii) Your access to the Cloud Products will be automatically disabled; upon the expiration of the License Term.

Subject to the conditions and limitations set forth in this Agreement, You may use (i) the Software and (ii) the Cloud Products for a period of 30 (thirty) days (both referred to as the “Evaluation Period”) upon Your installation of the Software or the Cloud Products, whichever is applicable, free of charge. During the Evaluation Period, PgM Innovations grants You a non-exclusive, non-transferable and non-renewable right to use the Products, for evaluation purposes only and not for any commercial use. Products will automatically be disabled upon the expiration of the Evaluation Period. PgM Innovations shall not be held liable for any damages under any name whatsoever, arising from the disabling of the Products upon the expiration of the Evaluation Period.

2. Intellectual Property Rights and Trade Secrets
PgM Innovations and/or its licensors retain all ownership, and intellectual and industrial property rights of the Products. This Agreement is not an agreement of sale and does not transfer any title, intellectual or industrial property rights, or ownership rights of the Products to You.

PgM Innovations and/or its licensors own exclusively and reserve all intellectual and industrial rights, title, and interest in and to the Products, including any intellectual or industrial property rights or any derivative works, including any modifications made thereto. You shall not exercise any right, title, or interest in and to the Products or any related intellectual or industrial property rights, except for the limited usage rights (license) granted to You as per this Agreement. You agree and undertake not to take any action inconsistent with PgM Innovations’s intellectual or industrial property rights, before or after the License Term.

3. Trade Secrets and Confidential Information
You agree that the Products and all ideas, methods, algorithms, formulas, processes, and concepts used in developing or incorporated into the Products, all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, releases, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Products, as applicable, all derivative works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of PgM Innovations, and, have great commercial value to PgM Innovations.

You agree that the Product, including its object code and source code, whether specifically provided to You or not, is confidential. You acknowledge and agree that the Products are confidential information of PgM Innovations and contain trade secrets that derive value from not being publicly known to third parties. You agree to treat the Products with confidentiality and not to allow use for any other purposes than that of this Agreement, or, disclosure to anyone other than the authorized users within the meaning of this Agreement.

4. Restrictions
You shall not, and shall not allow any third party to:

Reverse-engineer (unless required by law for interoperability), decompile or disassemble the Products, or create or recreate the source code for the Products;

Reproduce, sell, market, license, sublicense, distribute, rent, lease, assign, transmit, host, disclose, exploit, or otherwise grant to any individual or legal entity any right to use the Products except to the extent expressly permitted in this Agreement;

Remove, modify, adapt, tamper with, translate, edit, alter or otherwise change the whole or part of the Products; or create derivative works of the Products; combine or merge the whole or part of the Products with or into any other software or documentation; or refer to or otherwise use the Products as part of any effort to develop software (including any routine, script, code or program) having any functional attributes, visual expressions or other features similar to those of the Products; directly or indirectly access or use any embedded software independently of the rest of the Products;

Use the Products in any way contrary to any applicable laws, including but not limited to hacking or tackling unauthorized access in the Cloud Products, and/or the terms and conditions stipulated in this Agreement;

Use in trade any PgM Innovations name, trademark, logo, or the like.

Except as otherwise agreed in writing by PgM Innovation, You shall only install the Software and make the Software available for use on hardware systems You own, lease, or control.

You shall not modify, alter, attempt to defeat, or defeat any protection mechanisms that are and/or may be designed to manage and protect the intellectual and industrial rights of PgM Innovations.

5. Data Protection and Privacy
By clicking the “Buy” or similar button to enter into this Agreement, or ordering, downloading, installing, copying, accessing, or using the Products and/or maintenance and support services, You agree to the Privacy Policy available at PgM Innovations Atlassian Marketplace Page (“Privacy Policy”) and consent to the collection, processing, copying, backup, storage, transfer and use of the Personal Data by PgM Innovations and its service providers for the purposes specified in the Privacy Policy.

You shall secure any privacy-related rights and permissions from any third parties concerned, including but not limited to, individuals, simple partnerships, or sole proprietorships, as may be required by any applicable regulations, statutes, or laws under any applicable jurisdiction, to collect, process or transfer personal data, to use the Products, and/or in connection with PgM Innovations’s performance of this Agreement.

6. Disclaimer of Warranties
THE PRODUCTS ARE PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, PgM Innovations MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PRODUCTS, OR MAINTENANCE AND TECHNICAL SUPPORT THEREOF, AND DISCLAIMS ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS OR IMPLIED WARRANTIES REGARDING THE PRODUCTS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. PgM Innovations MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE USE OR PERFORMANCE OF THE PRODUCTS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE FAIL-SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS; OR THAT THE PRODUCTS WILL PROTECT YOU AGAINST POSSIBLE THREATS; OR THAT THE PRODUCTS WILL OPERATE IN COMBINATION WITH OTHER HARDWARE OR SOFTWARE SYSTEMS.

7. Limitation of Liability
IN NO EVENT SHALL PgM Innovations BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST LABOR, PROFIT, GOODWILL, BUSINESS OPPORTUNITY, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION, IN CONTRACT OR TORT OR UNDER ANY NAME WHATSOEVER, ARISING FROM OR RELATED TO THE USE OR DISABLING OF THE PRODUCTS OR ANY DATA DERIVED THEREFROM, EVEN IF PgM Innovations HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PgM Innovations’s LIABILITY FOR DIRECT DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS OF A SUM EQUAL TO THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID UNDER THIS EULA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. High Risk Activities
The Products and any other software provided on or through the Products is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Products or such other software could lead to death, personal injury, or severe physical or environmental damage (“High-Risk Activities”).

PgM Innovations DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, DUTY, OR CONDITION OF FITNESS FOR HIGH-RISK ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTION, OR LACK OF ACTION, TAKEN TO PRESERVE THE ENVIRONMENT, LIFE, OR PROPERTY.

9. Indemnification
You shall unconditionally indemnify, hold harmless, and defend PgM Innovations, and officers, directors, employees, contractors, and agents of PgM Innovations against any claims, liabilities and that a third party has incurred or may incur as a result of or in connection with:

Any third-party claims arising from (i) Your use of the Products in a manner not expressly permitted by this Agreement; (ii) PgM Innovations’s compliance with any technology, designs, instructions, or requirements provided by You or a third party on Your behalf; (iii) any claims, costs, damages and liabilities asserted by You or Your Representatives; or, (iv) any violation by You of any applicable laws; or,

Any legal expenses and attorney fees required for PgM Innovations to respond to a subpoena, court order, or other official government inquiries regarding Your use of the Products.

10. Maintenance and Technical Support
Without prejudice, PgM Innovations will use its best efforts to offer maintenance and technical support services to You, for a period limited to the License Term (“Maintenance Period”). You acknowledge that, the Maintenance Period shall not exceed the License Term set forth under this Agreement and that PgM Innovations makes no warranties or representations of any kind regarding any initial response time, service hours, or incident resolution. For the avoidance of doubt, the Maintenance Period will be extended if You duly renew this Agreement for an additional term, limited to the then-applicable license term. You agree and acknowledge that PgM Innovations will not provide maintenance and technical support (including but not limited to backup) services related to Atlassian’s cloud service infrastructure.

11. Termination
PgM Innovations may immediately and unilaterally terminate this Agreement as a whole, without any prior notice, and without paying any compensation, if;

You fail to comply with the terms and conditions in this Agreement; or,

You commence a judicial or administrative proceeding under insolvency laws for reorganization liquidation or restructuring; or,

You suspend or threaten to suspend the payment of Your debts, or are unable to timely pay Your debts, or admit inability to pay Your debts, or are deemed unable to pay Your debts.

In the event of termination of this Agreement for any reason whatsoever, You shall cease all use, and destroy or return to PgM Innovations any copies of the Products, and delete any accounts You may have established which are accessible through the Products. Any of Your obligations under this Agreement which by their nature are intended to survive the termination of this Agreement or Your use of the Products shall continue to apply to You after the termination of this Agreement or You cease to use the Products.

12. Governing Law
All disputes arising from or related to this Agreement or its subject matter shall be governed by the laws of the Republic of India. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. The Courts of New Delhi shall have jurisdiction over all disputes arising from or related to this Agreement or its subject matter.

13. Orders and Payment
You agree to pay the License Fee as defined in Your Order. Unless otherwise specified in Your Order, You shall pay the License Fee (i) at the time You place Your Order or (ii) at the time the Order is renewed. You agree that PgM Innovations is not responsible for the delivery of the license keys of the Software to You. Atlassian will deliver the applicable license keys to Your account on behalf of PgM Innovations, upon receipt of payment of the License Fee. You are responsible for accessing Your accounts to determine that the License Fee has been duly remitted and that Your Order has been processed. All deliveries under this Agreement will be electronic. For the avoidance of doubt, You are responsible for the installation of the Products.

14. Taxes
Payments made by You under this Agreement exclude any taxes or duties payable concerning the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by PgM Innovations, You shall pay to PgM Innovations the amount of such taxes or duties in addition to the License Fee set forth under this Agreement, upon first demand without raising any objections or defenses.

15. Export Restrictions
The export of the Products may be subject to control or restriction by applicable local laws. You are solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. You agree not to export the Products from any country in violation of applicable legal restrictions on such export.

16. Publicity Rights
PgM Innovations may identify you as a customer in its promotional materials, which may require the use of Your logo, trademark, or the like. You may request PgM Innovations to stop such use using (i) sending an e-mail to support@pgminnovations.com. You agree that it may take up to 10 (Ten) working days for PgM Innovations to process your request.

17. General Provisions
This Agreement and the Privacy Policy, each as amended and modified from time to time at the sole discretion of PgM Innovations, together constitute the entire agreement between You and PgM Innovations concerning the subject matter hereof. PgM Innovations may amend, update, or modify this Agreement periodically, including any referenced policies and other documents referred to in this Agreement. Any amendment, modifications, or updates referred to in this Article shall have immediate effect.

The failure of PgM Innovations to exercise or enforce any of its rights or provisions of this Agreement shall not constitute a waiver of such right or provision.

If any part of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to maintain the intent of this Agreement, and the other parts shall remain in full force and effect.

If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions. If You do not have such authority or if You do not agree with the terms and conditions of this Agreement, do not install or use the Products, and do not accept this Agreement.

You may assign this Agreement to succeeding parties in the case of a merger, acquisition, or change of control, provided that; (a) PgM Innovations is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this Agreement and (c) upon such assignment, the assignor shall no longer use the Products. PgM Innovations may at any time assign its rights and obligations under this Agreement without Your consent.

Notices to You shall be made by PgM Innovations to Your e-mail address or Your account. Notices to PgM Innovations shall be made using sending a confirmed electronic mail (e-mail) to support@pgminnovations.com. All notices shall be considered as delivered to PgM Innovations; (i) if emailed, at the time of confirmation in writing of receipt of the e-mail, and (ii) if couriered, at the time of confirmation of delivery by the messenger.