This Customer License Agreement (“CLA” or “Agreement”) is a binding legal agreement between you, either as an individual or, an entity and its Affiliates (“Licensee”) and Wuhan Huike Sky Science and Technology Co.,Ltd. (“Licensor”) concerning its Software (as defined below). An amendment or addendum to this Agreement may accompany the Software, and any such amendment or addendum shall be considered part of the Agreement.
By installing, copying, downloading or otherwise using the Software, or by clicking a box indicating your acceptance, Licensee agrees to be bound by the terms of this Agreement. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind such entity to the Agreement and are agreeing to the Agreement for that entity.
IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN LICENSEE MUST NOT INSTALL, COPY, DOWNLOAD OR OTHERWISE USE THE SOFTWARE.
“Accessible Code” means source code that is unprotected and accessible.
“Affiliate” means another entity controlled by or under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Application” means the Atlassian JIRA ,Confluence application and so on within which the Software runs.
“Authorized User” means a person who accesses and uses the Software under a User License.
“Cloud Products” means our software hosted in the cloud.
“Embedded Software” means any third party software licensed by Licensor from a third party and embedded in the Software.
“Fees” mean all fees and expenses payable by the Licensee to Licensor in acquiring the Software and as applicable any Maintenance or User Licenses.
“Free License” means a license for which the Fees are waived by Licensor.
“Maintenance” means the provision by Licensor to Licensee, of Software updates and/or enhancements made generally available to customers from time to time, and online technical support for the sole purpose of addressing technical issues relating to the use of the Software.
“Media” means all images, icons, text files, pdfs or other static non-code assets contained within the Software.
“OEM Distribution” means distribution of the Software as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premises application, a hosted application, a Software-as-a-Service offering or a subscription.
“Paid License” means a license for which Fees have not been waived by Licensor.
“Parties” means either Licensor or the Licensee or both.
“Protected Code” means any source code that is protected against access by the Licensee and any third party without Licensor’s prior written permission and is otherwise not accessible under this Agreement.
“Purchase” means acquisition of a license to use the Software from a Reseller or Licensor.
“Reseller” means a third party selling and distributing Licensor services, products, or both, under authorization from the Licensor.
“Software” means the Licensor’s Gears branded software and may include computer software, Accessible Code and Protected Code, associated media, Media, printed materials, electronic documentation, Internet-based services and Embedded Software.
“User License” means a license granted under this Agreement to the Licensee to permit an Authorized User to use the Software. The number of User Licenses granted to the Licensee is dependent on the Fees paid by the Licensee.
The Software is licensed, not sold. Upon Licensee’s acceptance of this Agreement, Licensor grants the Licensee the right to use the Software as follows:
2.1 Paid License
2.1.1 Authorized Users. The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorized Users accessing and using the Software concurrently is equal to the number of User Licenses for which the necessary Fees have been paid to the Reseller or Licensor. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Reseller or Licensor.
2.1.2 Backup. The Licensee is permitted to copy the Software for data protection, archiving and backup purposes only and for no other purpose. Only the minimum number of backup copies may be made.
2.2 Evaluation License
2.2.1 Installation and Use. Licensor may in its sole discretion provide evaluation copies of the Software, which may have limited functionality, to a Licensee to assess the Software. Any such evaluation copies will be provided under an Evaluation License that limits the period during which the Licensee may download, install, use and operate the Software (“Evaluation Period”) and limits the number of temporary users. On the expiry of the Evaluation Period the Software will cease to function and the Licensee must remove and delete all copies of the Software in its possession.
2.3 General License Terms
2.3.1 Scope. Each license granted by Licensor under this Agreement is worldwide, nonexclusive and non-transferable, unless otherwise specified in writing.
Licensee agree not to (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any part of or the whole of the Software; (b) sell, sublicense, distribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form any part of or the whole of the Software or any data/information not owned by the Licensee; (c) make the Software available by rental, timesharing, a subscription service, hosting or outsourcing; and (d) directly or indirectly access or use any Embedded Software independently of the rest of the Software.
2.3.2 Duration. Subject to the terms of this Agreement and unless terminated earlier in accordance with this Agreement, the term granted hereunder shall be: (a) for a Paid License of the downloaded Software - perpetual; (b) for a Cloud Product - the period of time of the Paid License subscription or renewal, or (c) for an Evaluation License - the Evaluation Period.
2.3.3 Protection Mechanisms. The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Licensor and its third party suppliers. Licensee must not modify, alter, attempt to defeat or defeat such protection mechanisms or the use rules that the protection mechanisms are designed to enforce. Any such violation by the Licensee will result in the immediate termination of this license.
2.3.4 Permitted Computers. Except as otherwise agreed in writing by Licensor, the Licensee must only install the Software and make the Software available for use on hardware systems owned, leased or controlled by the Licensee.
2.3.5 Responsibility for Non-controlled systems. If Licensor permits the Licensee to install the Software or make the Software available for use on hardware systems not owned, leased or controlled by the Licensee (“Non-controlled Systems”), the Licensee will ensure the terms of this Agreement are complied with by users of such Non-controlled Systems and the Licensee will indemnify Licensor for all costs, damages and loss Licensor suffers arising from such installation or use of the Software on Non-controlled Systems.
被许可方同意不（a）对本软件的任何部分或全部进行反编译，反向工程，反汇编，修改，改编，创建衍生作品或以其他方式衍生本软件; （b）出售，再许可，分发，复制，传播，传播，传播，翻译或减少任何电子媒介或机器可读形式的软件的任何部分或全部或被许可方不拥有的任何数据/信息; （c）通过租赁，分时，订阅服务，托管或外包使软件可用; （d）独立于本软件的其他部分直接或间接访问或使用任何嵌入式软件。
2.3.2持续时间。在遵守本协议条款的前提下，除非根据本协议提前终止，否则本协议授予的条款应为：（a）下载软件的付费许可 - 永久; （b）云产品 - 付费许可证订购或续订的时间段，或（c）评估许可证 - 评估期。
The Licensee must pay all Fees by the due date and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this Agreement.
4.1 Supplemental Software and Services. This Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Licensor may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the Software (“Supplemental Software”), unless Licensor provides additional terms with any Supplementary Software.
4.2 Support Services. Licensor may offer support services, and such services may be subject to the payment of additional fees. Any such support services will be the subject of a separate agreement.
5.1 Ownership and Reservation of Rights. Licensor retains all rights, title and interest in and to the Software (other than Embedded Software), as well as all intellectual property rights (such as copyright, patent and trademark) in and to the Software not expressly granted to Licensee in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. The Licensee does not acquire any rights of ownership in the Software hereunder.
5.2 Embedded Software. The Licensor’s Software contains Embedded Software that is licensed from its respective third party owner. Additional obligations may apply to the use of Embedded Software by the Licensee that is not in accordance with the use of the Software under this Agreement. In such circumstances, the Licensee must acquire any licenses and consents from the relevant third parties for the use of any Embedded Software by the Licensee.
5.3 Licensee shall not remove markings. Licensee may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software. Licensee is not granted any rights to any trademarks or service marks of Licensor.
6.1 General. If the Licensee breaches or materially breaches any of its obligations, or causes a breach of its obligations which cannot be cured, then the Licensee must immediately report such breach to Licensor, in writing as required in Section 16.
6.2 Breach of Additional Licenses. Where a breach involves the distribution or use of Software outside of the terms of the User License or any Additional User License (including but not limited to the use and distribution of Embedded Software), Licensor, any third party owner of Embedded Software, or both are entitled (without prejudice to any other right or claim that Licensor or any third party owner of Embedded Software may have against Licensee) to charge Licensee, in addition to any other Fees payable by Licensee under this Agreement, a fee calculated based on the number of prohibited distributions or uses multiplied by the respective list prices that Licensor and/or any third party owner of Embedded Software charges for the Software or Embedded Software respectively.
7.1 Without prejudice to any other rights and in addition to any other termination rights in this Agreement, Licensor may terminate with immediate effect, this Agreement if: (a) the Licensee fails to comply with the terms and conditions of this Agreement; (b) Licensee or a third-party commences a judicial or administrative proceeding under a law relating to insolvency for the purpose of reorganizing or liquidating the Licensee or restructuring its debt; (c) a person is appointed or authorized, by law or under a contract, to take charge of property of the Licensee for the purpose of enforcing a lien against that property, or for the purpose of general administration of that property for the benefit of the Licensee’s creditors; or (d) Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts.
7.2 Upon termination of a license granted under this Agreement, the Licensee must at its own cost as soon as is reasonably practicable: (a) cease access to and cease use of the Software; (b) remove all copies of the Software from its computer systems or any Un-controlled Systems, including archival or backup systems; and (c) provide Licensor with written certification that it has destroyed all copies of the Software including but not limited to all Accessible Code in its possession, custody or control.
7.3 Upon at least 30 days notice, Licensor reserves the right to terminate any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Software.
7.4 Survival. All sections which reasonably should survive termination of this Agreement will survive, such as Sections 1, 5, 8-10, 12, 14-16.
7.1在不损害任何其他权利的情况下，除本协议中的任何其他终止权利外，许可方可在以下情况下立即终止本协议：（a）被许可方未能遵守本协议的条款和条件; （b）被许可人或第三方根据与破产有关的法律启动司法或行政诉讼，以重组或清算被许可人或重组其债务; （c）根据法律或合约，委任或授权某人负责管理被许可人的财产，以强制执行该财产的留置权，或为了该财产的一般管理而为被许可人的债权人; 或（d）被许可人暂停或威胁暂停，
7.2一旦根据本协议授予许可终止，被许可方必须在合理可行的情况下尽快自费：（a）停止访问和停止使用本软件; （b）从其计算机系统或任何非受控系统（包括档案或备份系统）中删除本软件的所有副本; （c）向许可方提供书面证明，证明其已销毁所有软件副本，包括但不限于其拥有，保管或控制的所有可访问代码。
8.1 Indemnification by Licensor. Subject to Section 10, Licensor will indemnify and hold harmless Licensee against any claim, demand, loss, or damages (including attorney fees and costs) arising out of or related to: (a) the infringement of a third party’s intellectual property rights related to Licensee’s or its Authorized Users use of the Software.
If the Software becomes, or in the opinion of Licensor may become, the subject of a claim of infringement of any third party’s intellectual property rights, Licensor may, at its option and in its discretion: (a) procure for Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non-infringing; or (c) terminate immediately this Agreement and refund any license Fees related to this Software paid by Licensee. The foregoing states the sole liability of Licensor and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Licensor under this Agreement.
8.2 Indemnification by Licensee. Licensee will indemnify and hold harmless Licensor against any claim, demand, loss or damages (including attorney fees and costs) arising out of or related to: (a) Licensee’s data, (b) the Licensee’s or its Authorized Users use of the Software, or (c) Licensee’s breach of the Agreement.
8.3 Indemnification Procedure. The party seeking indemnification must notify promptly the party providing indemnification of the claim, give the party providing indemnification sole control of the defense and related settlement negotiations, and the party seeking indemnification must provide the party providing indemnification with reasonable assistance and information, but no cost or expense shall be incurred for the account of the party seeking indemnification without its prior written consent.
如果软件成为或许可方认为可能成为侵犯任何第三方知识产权的主体，许可方可自行选择并酌情决定：（a）为被许可方购买使用权本软件不承担任何责任; （b）更换或修改本软件以使其不具侵权性; 或（c）立即终止本协议并退还被许可方支付的与本软件相关的许可费用。上述规定了许可方的唯一责任以及被许可方对软件或许可方根据本协议提供的任何其他项目侵犯知识产权的唯一补救措施。
Except as expressly stated in the Agreement, Licensor and its third party suppliers provide the Software and any Maintenance AS IS AND WITH ALL FAULTS. To the maximum extent permitted by applicable law, Licensor hereby disclaims all other warranties or remedies, whether express, implied or statutory, including but not limited to the performance, condition, merchantability, fitness for a particular purpose, data accuracy, availability, quality, reliability, or that errors and defects will be corrected. Additionally, Licensee acknowledges that Licensor’s Cloud Products are hosted by third-parties, and that the availability of those Cloud Products is subject to a third party’s Service Level Agreement.
10.1 Licensor is not liable to for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; (b) the cost of procurement of substitute goods, technology or services; or (c) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if Licensor has been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Software.
10.2 The maximum liability of Licensor under this Agreement shall not exceed three times the Fees actually paid by the Licensee for the Software during the past twelve months.
10.3 The limitations and exclusions in this Section apply to the maximum extent permitted by law.
10.1许可方不承担以下责任：（a）任何使用，数据，商誉或利润的损失，无论是否可预见; （b）替代货物，技术或服务的采购成本; 或（c）任何特殊的，偶然的，间接的，后果性的或惩罚性的损害（即使许可方已被告知这些损害的可能性），包括由于使用，数据或利润的损失而产生的那些（x），无论是不可预见的，（y）基于任何责任理论，包括违反合同或保证，疏忽或其他侵权行为，或（z）因您使用或访问本软件而引起或与之相关的任何其他索赔引起的。
During the term of this Agreement, Licensee grants Licensor the right to include Licensee as a customer in Software promotional material, including Licensee’s logo. Licensee can deny Licensor this right at any time by submitting a written request via email to firstname.lastname@example.org and requesting to be excluded from Software promotional material. Requests generally are acted upon within thirty (30) calendar days.
Licensor is always striving to improve its products. In order to do so, Licensor needs to collect information about its users and to measure, analyze, and aggregate how its users interact with its products, such as usage patterns and characteristics of our user base. Licensor collects such information and uses the information as per its Privacy Notice. Licensee has reviewed and agrees to Licensor’s Privacy Notice.
The export of the Software from the country of original Purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorisation. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
If Licensee is subject to EU Data Protection Law (e.g., the General Data Protection Regulation (GDPR)), Licensee agrees to execute the Data Processing Amendment found here.
15.1 Governing Law and Venue. Any disputes or claims arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of the Agreement are governed by and construed in accordance with the laws of The People's Republic of China, and The People's Republic of China Courts shall be the competent courts of jurisdiction.
15.2 Exception from Jurisdiction. Notwithstanding the foregoing, the parties reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction (e.g., local courts at the Licensee place of residence).
15.3 Exclusion of UN Convention. The United Nations Convention on Contracts for the Sale of Goods does not apply.
16.1 Entire Agreement. This Agreement (and any addendum or amendment to it which is included with the Software) is the entire agreement between the Licensee and Licensor relating to the Software and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement.
All notices to Licensor will be sent to:
Room 2308, 23rd floor, building I, Modern Optics Valley World Trade Center, No. 70, Optics Valley Avenue, Donghu high tech Zone, Wuhan,email@example.com
All notices to Licensee will be sent to the physical address or the email address provided by Licensee upon Purchase of the Software.
Notices sent by mail shall be sent by certified mail or overnight courier and will be considered received upon receipt. Notices sent by electronic mail will be received upon confirmed receipt by the recipient.
16.3 Waiver. Any waiver by Licensor of any default shall not constitute a waiver of any subsequent default. Moreover, any waiver by Licensor must be in in writing.
16.4 Severability. 'If any term of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term .
16.5 No Partnership. Nothing in the Agreement is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
16.6 Interpretation. In this Agreement, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) the headings in this Agreement are inserted for convenience only and shall not affect its construction; (d) a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it; (e) a reference to one gender includes a reference to the other gender; (f) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (g) a reference to writing or written includes faxes, e-mails, communications via websites and comparable means of communication.
16.7 Assignment. Licensee may assign this Agreement with Licensor’s prior written consent, which shall not be unreasonably withheld. Licensor may assign its rights and obligation under this Agreement without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
16.1 完整协议。 本协议（及本软件随附的任何附录或修订）是被许可方与许可方之间关于本软件的完整协议，并取代所有先前或同期的与本软件有关的口头或书面通信，提议和陈述。或本协议涵盖的任何其他主题。
16.4可分割性。'如果任何有管辖权的法院或行政机构认定本协议的任何条款无效，不可执行或非法，则该条款应在此类无效或不可执行的范围内予以排除; 本协议的所有其他条款仍应完全有效; 并且，在允许和可能的范围内，无效或不可执行的用语应被视为有效且可执行且最接近表达无效或无法执行的用语的用语。
16.6解释。在本协议中，以下规则适用：（a）任何人包括自然人，公司或非法人团体（不论是否具有独立的法人资格）; （b）对一方的提述包括其个人代表，继承人或准许的受让人; （c）本协议的标题仅为方便而插入，不得影响其构造; （d）对特定法律的提述是指其在考虑任何修订，延期或重新制定时生效，并包括根据该法律生效的任何附属法例; （e）提及一个性别包括提及另一性别; （f）条款所引入的任何短语，包括，包括，特别是或任何类似的表述应被解释为说明性的，不应限制这些术语之前的词语的含义; （g）提及书面或书面，包括传真，电子邮件，网站通讯及类似的通讯方式。