On-Premise Software Products
with Perpetual Licenses

Effective date: November 16, 2022

IMPORTANT: Please read and understand all rights and restrictions in this End-User License Agreement ("EULA") before using this software. You are not authorized to use this software unless you accept these terms.

1. Acknowledgment

This End User License Agreement (EULA) is a binding legal agreement between 55 Degrees AB ("55 Degrees") and you — either an individual or the legal entity you represent — whose details were provided upon purchase ("Licensee" or "You"). This agreement covers the accompanying software, associated media, and any online or electronic documentation.

By clicking "I agree" during ordering or installation, or by using or accessing 55 Degrees' products, you agree to be bound by this EULA. If you do not agree, you may not install, copy, download, or use the software. If you are agreeing on behalf of a company or organization, you confirm that you have the authority to bind that entity to this EULA.

2. Scope of the Agreement

This EULA governs (a) 55 Degrees' commercially available downloadable software sold with a perpetual license ("Software"), and (b) any support services and documentation provided by 55 Degrees relating to the Software ("Support Services"). Software and Support Services are collectively referred to as "Product" or "Products."

For clarity, third-party community sites, informal forums, or documentation not prepared by 55 Degrees are not covered by this EULA.

This EULA includes our Privacy Policy, General Terms of Service, and any other referenced policies.

3. Account Registration

You may need to register at the point of purchase to place orders and access Products. All registration information must be accurate and kept up to date so that 55 Degrees can send notices and statements to you. You are responsible for all actions taken through your account.

Some Products may require registration with a third-party integration site, which will be identified in the Product documentation.

4. Orders

Unless otherwise specified, this agreement begins on the effective date of your order ("Order") and continues for the period specified ("Initial Term"). It will automatically renew for additional terms of the same duration ("Renewal Term") unless either party cancels or uninstalls the Product as designated at the time of sale.

(a) Your order specifies your authorized scope of use ("Scope of Use"), which may include:

• Number of installations, Authorized Users, servers, or data set platforms
• Storage or capacity constraints
• Number of licenses, copies, or instances
• Other restrictions or billable units

(b) Only Authorized Users may access and use the Product. You must ensure compliance with this agreement by all Authorized Users.

(c) You and Authorized Users may download and install the Product on compatible devices. 55 Degrees recommends using the browsers or devices documented for the Product.

(d) You may increase the number of Authorized Users by placing a new Order and paying the applicable fee.

(e) You may decrease the number of Authorized Users by placing a new Order. The reduced fee takes effect at the start of the next Renewal Term. No refunds will be provided.

(f) You are responsible for ensuring all Authorized Users comply with this agreement.

5. Fees and Payment

Fees are due and payable as set forth at the time of your Order. Unless otherwise expressly stated, all fees are non-refundable.

If you have not previously paid the license fee, you must do so within the period indicated at the point of sale or in the applicable invoice.

Failure to pay license fees by the due date will result in immediate termination of your license(s). Any losses arising from non-payment are not the responsibility of 55 Degrees.

Misuse or fraudulent use of credit or debit cards is a violation of these terms. 55 Degrees may, at its sole discretion, report such misuse to appropriate authorities, credit reporting services, or financial institutions.

6. License Grant

All Products are licensed, not sold. No ownership rights are conveyed to you, regardless of terms such as "purchase" or "sale" used in this EULA.

(a) Types of licenses:

Standard Use: For paid Products, 55 Degrees grants you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in compiled form only, within your designated Scope of Use. All licenses are time-limited, except licenses purchased for Atlassian's Server platform, which are perpetual. 55 Degrees may cancel your license if you breach this EULA.

No-Charge Products: 55 Degrees may offer certain Products at no charge, including free accounts, trial use, and Beta Versions. These are subject to additional terms and are only permitted for the time period designated by 55 Degrees. When the period expires, you must either obtain a Standard Use license or remove all copies of the Product.

Evaluation / Trial Licenses: Evaluation licenses are provided solely for pre-purchase evaluation. You agree to the stated time-limited period. If you wish to extend an evaluation beyond the system-provided limit, you must contact support@55degrees.se. Extensions are not guaranteed. Any use beyond a valid Evaluation License without approval is considered license abuse. 55 Degrees reserves the right to bill you for all accrued license costs during unauthorized use, at the highest marketed price tier. Evaluation Products are provided "AS IS" without indemnification, support, or warranty.

Beta Versions: Beta products are still under development, may be incomplete or inoperable, and are likely to contain more errors than generally available Products. 55 Degrees makes no commitment to make any Beta Version generally available. All information about Beta Versions is confidential.

To the maximum extent permitted by law, 55 Degrees disclaims all obligations or liabilities with respect to No-Charge Products, including support, warranty, and indemnity obligations.

(b) Your license rights are non-exclusive, non-transferable, and non-sublicensable. You may not sell, transfer, or convey the Software to any third party without 55 Degrees' prior written consent. All rights not expressly granted are reserved by 55 Degrees.

(c) Using the Products for competitive analysis of competing products may cause 55 Degrees irreversible damage, and you will be liable for any resulting damages. 55 Degrees may terminate your right to use the Products at any time and for any reason, at its sole discretion, without liability.

(d) Standard Use licensees may make one (1) copy of the Software for backup, archiving, or data protection purposes only.

(e) You may only install and use the Software on hardware systems owned, leased, or controlled by you or your authorized third-party service providers, provided you remain responsible for their compliance with this EULA.

(f) This EULA applies whether you purchase directly from 55 Degrees or through an Authorized Reseller. If you purchase through an Authorized Reseller, your license rights are as stated in the Order placed by that reseller. Authorized Resellers are not authorized to make promises on 55 Degrees' behalf.

(g) 55 Degrees provides documentation explaining how the Software uses your data. It is your responsibility to review this documentation and verify that it meets your requirements.

7. Support Services

(a) 55 Degrees may provide online Support Services to address technical issues related to the Products, including bug fixes, patches, modifications, or enhancements ("Releases") made generally available during your Support Period. Any accepted Releases become part of the Products and are subject to this EULA.

(b) All Product deliveries are electronic. You are responsible for installation.

(c) The initial Support Period is twelve (12) months from the date of purchase, renewable for additional twelve (12) month periods at the then-current rate. Renewal Support Periods commence upon expiration of the prior Support Period.

(d) Use of Support Services is governed by 55 Degrees' policies as described in product documentation. Any supplemental software code provided as part of Support Services is considered part of the Products and subject to this EULA.

(e) 55 Degrees welcomes customer feedback. Please submit any feedback via our support portal.

8. Third-Party Software

(a) The Products may contain or embed software licensed from third parties, including open-source software. Additional obligations may apply to your use of such third-party software. Where necessary, 55 Degrees will identify any third parties utilized through the Product or our support portal. It is your responsibility to stay informed of applicable third-party terms.

(b) The Software uses and depends on various third-party APIs, services, and libraries. 55 Degrees disclaims any liability for failures or limitations of these third-party components.

(c) The Software relies on third-party APIs outside of 55 Degrees' control. Third parties may remove or modify endpoints required for the Software to function. 55 Degrees disclaims any liability for the consequences of such actions.

(d) If you use any third-party service with the Software, including services that use APIs provided by 55 Degrees, you acknowledge that such third-party services may access or use your information. 55 Degrees is not responsible for any act or omission of any third party. Please contact the third party directly for any related issues.

9. Data Security & Privacy

(a) The General Data Protection Regulation (GDPR) is a European Union law on data protection and privacy. You may need to comply with the GDPR and should seek your own professional advice where necessary.

• If the processing of any personal data of your Authorized Users, customers, or clients ("Organization Personal Data") is governed by the GDPR, the additional terms of 55 Degrees' Data Processing Agreement ("DPA") apply and form part of this agreement. By using the Products, you confirm that you have reviewed and accepted the DPA.
• In collecting and processing Organization Personal Data through the Products, 55 Degrees acts as the data processor under the GDPR. You must obtain all necessary consents from relevant individuals to enable 55 Degrees to process Organization Personal Data in accordance with this agreement.
• Unless specifically requested through the user interface, Authorized Users must not submit any personally identifiable information ("PII") to the Product. Where PII is requested, 55 Degrees will take reasonable measures to protect it.

(b) 55 Degrees and its subsidiaries may periodically collect and use technical data relating to the Products you have licensed, for purposes of maintenance, support, product improvement, and providing further services.

(c) You must ensure that your use of all data complies with applicable local, state, federal, and international laws. You represent and warrant that:

• You have obtained all necessary rights and permissions to provide your data to 55 Degrees and to grant the rights set out in this agreement.
• Your data and its transfer to and use by 55 Degrees does not violate any laws or third-party rights, including intellectual property, privacy, or publicity rights.

55 Degrees assumes no responsibility for your data. You are solely responsible for your data and the consequences of its use, disclosure, storage, or transmission.

(d) You must not submit to 55 Degrees (or use 55 Degrees' services to collect) any:

• Personally identifiable information (PII)
• Patient, medical, or other protected health information regulated by HIPAA or similar laws
• Any other regulated or protected information (collectively, "Sensitive Data")

You acknowledge that 55 Degrees is not your business associate or subcontractor under HIPAA, and that the Products are not HIPAA compliant unless specifically stated. 55 Degrees has no liability under this agreement for Sensitive Data.

(e) You will defend, indemnify, and hold harmless 55 Degrees from any loss, cost, liability, or damage (including attorney's fees) arising from any claim related to your data, including claims that your data or your use of the Products infringes third-party intellectual property rights or violates applicable law. This obligation is subject to 55 Degrees providing you with:

• Prompt written notice of any such claim
• The exclusive right to control and direct the defense or settlement
• Reasonable cooperation at your expense

10. Termination

Perpetual licenses do not expire. However, your license automatically terminates if you fail to comply with the terms of this EULA. Upon termination, you must remove all Software from your systems and destroy all copies in your possession.

If you purchased through an Authorized Reseller, their refund policy may apply. Products purchased directly from 55 Degrees are non-refundable.

11. Proprietary Rights

(a) The Products and all copies are protected by copyright and other intellectual property laws. All rights, title, and interest — including copyright, trademark, patent, trade secret, and other proprietary rights — belong exclusively to 55 Degrees or its relevant third parties.

(b) All titles and copyrights in and to the Products, including any images, icons, text files, PDFs, or other static assets, are owned by 55 Degrees or its suppliers. This EULA does not grant you any rights to use such content. You may print one copy of electronic documentation included with the Products.

(c) Except as permitted by this EULA or applicable law, you may not:

• Reverse engineer, decompile, disassemble, modify, duplicate, rent, lease, loan, sublicense, copy, create derivative works from, or distribute the Products
• Use the Products for the benefit of any third party
• Incorporate the Products into a product or service you provide to others
• Interfere with any license key mechanism or circumvent any usage limitations
• Remove or obscure any proprietary notices on the Products
• Publicly disseminate benchmarking information about the Products

(d) You may not copy or embed elements of the source code into other applications, or publish or transmit the source code to any other party.

(e) You retain all rights, title, and interest in and to your own data, including Personal Information, that you provide to 55 Degrees.

(f) 55 Degrees owns all modifications and derivative works of the Products, whether made by 55 Degrees, you, or any third party, as well as any suggestions, ideas, feedback, or recommendations you provide. You must promptly report to 55 Degrees any suspected infringement of intellectual property related to the Products.

12. Confidentiality

(a) All code, inventions, know-how, business, technical, and financial information disclosed to you by 55 Degrees constitutes confidential property of 55 Degrees ("55 Degrees Confidential Information"). You agree to hold this information in confidence and not to use or disclose it, except as expressly authorized. This obligation does not apply to information that:

• Was already in your possession before receipt
• Has become publicly known through no fault of yours
• Was rightfully obtained from a third party without confidentiality obligations
• Was independently developed by you without access to such information

You may disclose 55 Degrees Confidential Information if required by law or court order, but only to the minimum extent necessary and with advance notice to 55 Degrees.

(b) If 55 Degrees has access to your confidential or proprietary information ("Licensee Confidential Information"), 55 Degrees agrees to:

• Use such information solely for the purpose of this EULA
• Take reasonable precautions to prevent its disclosure to any third party without your prior written consent

(c) Notwithstanding the above, 55 Degrees may disclose Licensee Confidential Information to the extent required by law or to its representatives for implementing the transactions contemplated by this EULA.

(d) For Licensee Confidential Information that does not constitute trade secrets, these confidentiality obligations expire three (3) years after the termination of this agreement. Confidential Information does not include information that was independently developed, acquired from a third party with the legal right to share it, or that was already publicly known.

13. Publicity Rights

You grant 55 Degrees the right to include your company name, logo, and/or likeness — as provided during registration — and any review you provide, in Product promotional materials and on the 55 Degrees website. You may revoke this right at any time by sending a written request to support@55degrees.se. Requests may take up to thirty (30) calendar days to process.

14. Export Restrictions

You may not export or re-export any Product except as authorized by Swedish law and the laws of the jurisdiction where you obtained the Product. The Product may not be exported to U.S. embargoed countries, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List. By using the Product, you confirm that you are not located in any such country or on any such list.

15. Disclaimer of Warranties, Limitation of Liability

(a) Except as provided in Section 17, the Products are provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of performance, merchantability, fitness for a particular purpose, or title. 55 Degrees is not liable for delays, interruptions, or service failures inherent in the use of the internet or electronic communications. To the minimum extent permitted by law, 55 Degrees does not warrant that:

• Use of the Products will be secure, timely, uninterrupted, or error-free
• The Products will operate with any other hardware, software, or data
• The Products will meet your requirements or expectations
• Stored data will be accurate, reliable, or free from loss or corruption
• Errors or defects will be corrected
• The Products are free of viruses or harmful components

(b) Except for indemnification obligations under Section 17 or breach of Sections 5, 11, or 12, neither party will be liable for any consequential, indirect, special, punitive, or similar damages, including loss of income, profits, contracts, data, opportunity, goodwill, or reputation arising from use of the Products, even if 55 Degrees has been informed of the possibility of such damages.

(c) Except for indemnification obligations under Section 17 or breach of Sections 5, 11, or 12, 55 Degrees' total aggregate liability under this EULA shall not exceed the fees paid by you for the current Support Period, except where not permitted by applicable law.

(d) To the extent liability limitations in this Section are not permitted by applicable law, 55 Degrees' liability and your remedy shall be limited to either:

• Re-supply of the defective Product, or
• A refund of the license fees paid for the current Support Period for the defective Product

(e) In no event will 55 Degrees' aggregate liability under any claims arising from this EULA exceed the fees paid by you for the current Support Period.

(f) These limitations apply even if the remedies fail of their essential purpose.

16. Return Policy

55 Degrees allows customers to return Software within 30 days of payment for any reason and receive a refund of the amount paid. A return results in the disabling of the applicable license key. Returns will not be accepted after the 30-day return period.

17. Infringement, Indemnification

(a) If a Standard Use license Software becomes, or in 55 Degrees' opinion may become, subject to a third-party infringement claim, 55 Degrees may, at its discretion:

• Procure for you the right to use the Software free of liability
• Replace or modify the Software to make it non-infringing
• Refund the license fees paid for the current Support Period

(b) You will defend or settle, at your own expense, any action against 55 Degrees based on claims that modifications or combinations of the Software made by you — and not approved by 55 Degrees in writing — infringe any third-party rights, provided that:

• 55 Degrees promptly notifies you in writing of any such claim
• 55 Degrees does not settle any such claim without your prior written consent
• You have sole control of the defense and settlement
• 55 Degrees provides reasonable assistance at your request and expense

(c) You agree to indemnify and hold harmless 55 Degrees, its subsidiaries, affiliates, officers, agents, and employees from any third-party claims, damages, losses, or costs (including reasonable attorney's fees) arising from your use of the Software or your violation of this EULA or any third-party rights.

(d) 55 Degrees assumes no liability and has no obligation to defend you for claims based on any modifications or combinations of the Software not approved by 55 Degrees in writing.

(e) 55 Degrees agrees to indemnify and hold you and your directors, officers, employees, and agents harmless from and against any third-party claims, damages, fees, and expenses arising from the Software's alleged infringement of any patent, copyright, trade secret, trademark, or other intellectual property rights, except to the extent that such infringement was caused or contributed to by you or your representatives.

(f) You are liable for and agree to indemnify, defend, and hold 55 Degrees harmless from and against any claims, liabilities, actions, suits, and expenses arising directly or indirectly from:

• Inaccurate, incomplete, or misleading information you provide
• Breach of this agreement by you or an Authorized User
• Misuse of the Products by you, your employees, contractors, agents, or Authorized Users
• Breach of any law, regulation, or license by you or an Authorized User
• Third-party claims arising from your or an Authorized User's use of the Products or your data

(g) You agree to cooperate with 55 Degrees and cover all expenses for both parties in handling disputes, complaints, investigations, or litigation arising from your use of the Products.

(h) The obligations under this section survive the termination of this agreement.

18. Compliance with Applicable Laws

You agree to use the Products and perform all obligations under this agreement in compliance with all applicable laws, including those relating to intellectual property rights.

19. Dispute Resolution

(a) This EULA is governed by the laws of Sweden. Disputes are subject to the exclusive jurisdiction of the courts located in Sweden. If your country's laws exclude the application of Swedish law, your country's laws will apply. Otherwise, Swedish and European Union law govern this agreement. Any legal action must be brought to the District Court of Ystad, Sweden, except that 55 Degrees may seek injunctive relief in any court with appropriate jurisdiction to protect its Confidential Information or intellectual property.

(b) The United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded in its entirety from this EULA.

(c) Except as required by law, neither party may disclose the existence, content, or results of any arbitration under this EULA without the prior written consent of both parties.

20. Severability

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

21. No Waiver

No waiver of any right under this EULA is effective unless in writing and signed by a duly authorized representative. No waiver of a past breach constitutes a waiver of any future rights under this EULA.

22. Assignment

You may assign this EULA in the case of a merger, acquisition, or change of control, provided that: (a) 55 Degrees is notified in writing within ninety (90) days; (b) the assignee agrees to be bound by this EULA; and (c) you make no further use of the licensed Products after such assignment. 55 Degrees may assign its rights and obligations under this EULA without your consent. Any permitted assignee is bound by the terms of this EULA.

23. Statute of Limitations

Regardless of any applicable statute or law to the contrary, any claim or cause of action arising from the use of the Products or these terms must be filed within one (1) year after it arose, or it will be permanently barred.

24. U.S. Government Users

If you are a U.S. Government end user, 55 Degrees is providing the Products as a "Commercial Item" as defined in 48 C.F.R. § 2.101. The rights granted to you are the same as those 55 Degrees customarily grants to others under this EULA.

25. Revisions to EULA

55 Degrees may update, modify, or amend this EULA from time to time. If a revision meaningfully reduces your rights, 55 Degrees will make reasonable efforts to notify you via email, the 55 Degrees website, blog, social media, or marketplace listings. Revised terms take effect upon your next Renewal Term. If you object, your exclusive remedy is to choose not to renew. For No-Charge Products, continued use requires acceptance of the revised EULA.

26. Entire Agreement

This EULA constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, representations, or communications. Neither party has been induced to enter this EULA by any representations not specifically stated herein.

This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. It does not create an exclusive relationship or prevent 55 Degrees from entering into similar arrangements with other entities.

This EULA may not be modified or amended by you without 55 Degrees' written consent.

55 Degrees' Website Terms of Use also apply to the Products and are binding upon you and your Authorized Users. In the event of any conflict between this EULA and the Website Terms of Use, the provisions of this EULA control. Any terms appearing on a purchase order or similar document issued by you do not apply and are void.

In the event of a conflict between this EULA and any applicable open-source license, the open-source license terms shall control for the specific provisions in conflict.

27. Contact Information

For communications concerning this EULA, please contact: client.services@55degrees.se

— End of EULA —

Changelog

• November 16, 2022 – Removed On-Premise Subscriptions for Jira Data Center apps
• July 15, 2022 – Hosted Services removed from this document
• June 2, 2022 – Added note regarding new Cloud terms
• March 29, 2021 – Section 6: Clarification on subscription term durations; Section 15: Text correction
• July 15, 2020 – Removed duplicated sections 7 and 8
• June 30, 2020 – Original version replacing Atlassian-specific EULA