Atlassian HipChat Connect Partner Lab - Agreement

Atlassian HipChat Connect Partner Lab

License Agreement (the “Agreement”)

By registering for HipChat Connect Partner Lab or by using or accessing the Atlassian API, as identified below, you agree to be

bound by this Agreement. In this Agreement, you are referred to as “you” or “Developer.” If you are agreeing to these terms not as

an individual but on behalf of your company, then “you” or “Developer” means your company and you are binding your company to

1. License Grant. Subject to the terms of this Agreement, Atlassian Pty Ltd and its affiliates (“Atlassian”) grants you a

limited, non-exclusive, worldwide, nontransferable, non-sublicensable, royalty-free license during the term of this Agreement to use

the HipChat API enabled for HipChat Web client (“API”) solely in connection with creating, testing, and distributing plugins,

extensions, add-ons or other software products or services that interoperate or are integrated with Atlassian’s software and hosted

2. License Restrictions. You may not use the API for any purpose not expressly permitted in this Agreement. In accessing

and using the API, Developer agrees to comply with Atlassian's Acceptable Use Policy at

https://www.atlassian.com/legal/acceptable-use-policy (as may be modified from time to time) ("AUP"). Developer also agrees not

to (and not to authorize any third party to): (i) use the API except with the Atlassian products identified by Atlassian in writing

(“Atlassian Products”); (ii) modify or create any derivative works of the API (except to the extent the Add-On itself is deemed a

derivative work under applicable law); (iii) copy or modify the API; (iv) distribute, sell, sublicense, rent or lease the API or any

access key provided by Atlassian or use such items for hosting, service provider or like purposes; or (v) publicly disseminate

performance information or analysis (including uptime, response time and/or benchmarks) relating to the API or Atlassian

3. IP Ownership. You agree that Atlassian or third parties own all legal right, title and interest in and to the API, Atlassian

Products, Atlassian’s Brand Elements (defined below) and any intellectual property rights. Providing feedback, comments, or

suggestions about the APIs or Atlassian Products (“Feedback”) to Atlassian is wholly voluntary. By providing Feedback, Developer

grants Atlassian a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense

(through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques

embodied in Feedback) for any purpose, without any restriction or obligation to Developer based on intellectual property rights or

otherwise. Developer understands that Atlassian works with many application and service providers and nothing in this Agreement

limits Atlassian’s rights to develop or acquire any products, technology or services, even if similar to Developer’s products or their

4. Atlassian Brand Elements. Subject to the terms and conditions of this Agreement, Atlassian grants to Developer a

limited, non-exclusive, worldwide, nontransferable, non-sublicensable, royalty-free license during the term of this Agreement to

use Atlassian's Brand Elements solely as necessary for Developer to exercise its rights and fulfill its obligations under this

Agreement, including in the Add-Ons' user interface, documentation and marketing materials. "Brand Elements" means any

trademarks, service marks, names, logos, images, collateral or similar materials provided by Atlassian for marketing and

promotional activities under this Agreement. Usage of all Brand Elements or other marketing materials relating to the activities

under this Agreement will be subject to the Trademark Guidelines at https://www.atlassian.com/legal/trademark, which are

5. Fees and Costs. You are solely responsible for your own costs and expenses under this Agreement.

6. Term and Termination. Atlassian may immediately terminate this Agreement: (a) if you breach any of the terms of this

Agreement, (b) if Atlassian ceases to offer the API generally, or (c) for convenience at any time upon five (5) days’ advance notice to

you (which may include email). You may also terminate this Agreement at any time. Upon termination, your rights to use the API

and Brand Elements will immediately terminate and you will cease all such use. This means that you must cease using the API and

delete all copies of the API. From a legal perspective, everything in this Agreement other than your license rights will survive this

7. No Support or Maintenance. Atlassian has no obligation to provide any maintenance or support for the API (or to end

users of the Add-Ons) or to fix any errors or defects. If Atlassian in its discretion provides any updates, modifications,

enhancements, and other new releases to the API, such materials will be deemed included in the "API" under this Agreement

8. Representations and Warranties. You represent and warrant that: (i) you have full power and authority to enter into

this Agreement and to perform all of its obligations under this Agreement, (ii) your entry into and performance under this

Agreement will not cause you to violate any third party rights (including intellectual property rights and rights of privacy or publicity)

or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the

export of technical or personal data (“Laws”) or any other agreement by which you are bound, (iii) you will not interfere with

Atlassian’s business practices or with how Atlassian licenses and distributes its products or services, and (iv) that all

information provided to Atlassian is true, accurate, and complete. You may not suggest any affiliation with Atlassian, including any

suggestion that Atlassian sponsors, endorses or guarantees the Add-Ons, except for the API integration relationship expressly

9. No Warranty. THE API AND BRAND ELEMENTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. ATLASSIAN

AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER

EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-

HipChat Connect Guidelines at 2015 08 31.docx

INFRINGEMENT AND FITNESS FOR ANY PURPOSE. ATLASSIAN MAKES NO REPRESENTATION, WARRANTY OR

GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE API OR THAT YOUR USE OF THE API

WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE. THE API MAY NOT MEET YOUR REQUIREMENTS OR

10. Limitation of Liability. IN NO EVENT SHALL ATLASSIAN BE LIABLE FOR ANY LOSS OF USE, LOST DATA,

FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF

ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF

INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. ATLASSIAN SHALL NOT BE LIABLE FOR ANY

DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH FAILURE IN THE PERFORMANCE OF THE API.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ATLASSIAN’S ENTIRE LIABILITY TO YOU UNDER

THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE

CONTRARY, ATLASSIAN HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT

TO YOUR ADD-ONS OR THEIR COMBINATION, INTERACTION OR USE WITH THE ATLASSIAN PRODUCTS. THE ABOVE

WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT

YOU MAY HAVE OTHER STATUTORY RIGHTS, WHICH THIS AGREEMENT CANNOT CHANGE. You acknowledge and agree

that this Section 10 reflects a reasonable allocation of risk and that Atlassian would not enter into this Agreement without these

liability limitations. The limitations in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is

found to have failed of its essential purpose.

11. Responsibility for Your Add-Ons; Indemnification. You are solely responsible for your Add-Ons, your use of API, and

your compliance with this Agreement. You agree to indemnify, defend and hold Atlassian harmless from and against any and all

claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of any claim

relating to (a) your Add-Ons, (b) your use of the API or Brand Guidelines, or (c) your breach of this Agreement. Atlassian may

participate in defending the claim at its own expense. You may not settle any claim without Atlassian’s prior written consent. If you

distribute your Add-Ons to others, you agree to require the end users to agree that Atlassian has no liability, warranty, or support or

other obligations related to your Add-Ons.

12. No Resale. Under this Agreement, Developer has no right to distribute or resell Atlassian Products or create any binding

13. General. This Agreement will be governed by and construed in accordance with the laws of the State of California

excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state

courts located in San Francisco County, California, USA. Nothing in this Agreement limits Atlassian’s rights to seek equitable relief.

14. Publicity. Atlassian may (but is not obligated to) use your name, logos and other trademarks (including those related to

the Add-Ons) to identify you as an Atlassian developer and to promote your Add-Ons and Atlassian Products.

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