August 2024

Overview

i4ware Software (“i4ware”, “we,” “us” or “our”) provides services and products for Application Lifecycle Management and Software Development. This Software License Agreement shall govern the use of i4ware ChatGPT OpenAI with Dark Theme (“Software”). The Software is a component that works with various third-party products to provide additional or enhanced functionality.

All the provisions of these Software License Agreement terms and conditions (“Agreement”) shall apply between you, either an individual person or a single legal entity (“Customer”, “you” or “your”) and i4ware. The terms and conditions of this Agreement apply to your access and use of the Software, including any information, materials and updates that i4ware makes available to you as part of or in connection with the Software.

This Agreement constitutes the entire agreement between i4ware and you concerning your use of the Software. By accessing, downloading or using the Software, you accept the terms and conditions of this Agreement. If you do not accept them, you are not allowed to use the Software.

Software License Provided by i4ware

Software

The Software, including but not limited to the code, updates, sample programs, license keys, associated files and documentation (collectively, the "Software"), is owned by i4ware and is protected by international copyright and other laws.

The Software is licensed to you, not sold, and may be used by you only in accordance with the terms and conditions of this Agreement.

Any reproduction or redistribution of the Software not in accordance with this Agreement is expressly prohibited by law and may result in severe civil and criminal penalties.

License Grant and Restrictions

Subject to these terms and conditions, i4ware grants Customer a world-wide, nontransferable and nonexclusive license to use the Software together with the documentation related hereto for the license fee paid by the Customer, without deduction or offset. The Software may be used in conjunction with various third-party Software products to provide additional or enhanced functionality to such third-party Software products.

Customer shall not deliberately or negligently, nor shall it allow others to: (i) modify, translate, de-compile, disassemble or otherwise reverse engineer the Software or attempt to discover its source code, algorithms, license restrictions, architecture or structure; (ii) distribute, disclose, sell, rent, lease, display, loan, publish, transfer, or otherwise disseminated the Software to any third party; or (iii) use the Software except as expressly authorized herein.

Customer shall not copy the Software (except for the purposes of this Agreement and for backup or archival purposes only) without the express written prior permission of i4ware. If Customer outsources any of its work, it will not provide copies of the Software to outsource contractors without the express written permission of i4ware.

To safeguard the Software, Customer shall take at least the same steps it would take to protect its own valuable properties but, in any event, those steps which would reasonably be taken in the industry to protect valuable properties such as the Software. Customer shall further ensure that all persons authorized to have access to the Software do not take any action which would be prohibited by this Agreement if taken by Customer.

All rights not expressly granted to Customer in this Agreement are hereby reserved by i4ware.

Software Delivery

i4ware shall provide via internet delivery (electronic Software distribution) to Customer one (1) executable copy of the Software including copies of the documentation, and alphanumeric code(s) referred to as license keys which are necessary to enable, or “turn on”, the Software for use during the term of a license.

Delivery date of the Software from i4ware to Customer or confirmation of Software payment receipt is the Effective date of this Agreement and shall be made part of this Agreement and incorporated hereto.

Records and Audit

Customer agrees to maintain accurate records as necessary to verify Customer’s compliance with this Agreement and the use restrictions on the Software contained herein. Upon provision by i4ware of at least ten (10) business days prior written notice, Customer shall provide to i4ware or its designated representative, access to such records solely in order to verify such compliance. If an audit reveals that Customer has exceeded the scope of its license (i) Customer shall pay the reasonable costs and expenses of such audit, and (ii) Customer shall pay for any such excess use (based on the license fees for the number of unauthorized users or licenses and the allocable Software support and maintenance due for such) together with interest thereon at a rate of 1.5% per month, or the highest rate allowed by law, whichever is less. The unauthorized licenses will be thereafter included under Software support and maintenance.

License Types Provided by Atlassian

Commercial License

 This Software is available under different license types granted by Atlassian Marketplace. If you have purchased a Commercial User License from Atlassian, such a license authorizes you to load and run the current version of the Software on one (1) server. This license is valid for a specific number of unique persons. Customer must purchase a Commercial License for each Named User working with the Software. The total number of users may not exceed the total number of users purchased by Customer.

Academic License

 Academic licenses are available to eligible academic institutions such as accredited colleges, universities, research institutes, public libraries, and teaching organizations. Eligible institutions may receive discounted pricing as detailed by Atlassian. Academic licenses are intended for educational and administrative purposes only. No commercial use is allowed under this license. Institutions must reapply periodically to verify continued eligibility for academic licensing.

Community License

We recognize Atlassian's Community License program, which is designed for qualifying nonprofits that are non-governmental, non-commercial, and non-political organizations. If you are eligible and wish to apply for a Community License for our Software, you must do so through Atlassian. The license may only be used by the qualifying nonprofit organization and must adhere to all terms and conditions outlined in this Privacy Policy.

Free Trials

You are entitled to a 30-day free trial period for The Software. During this period, you can evaluate the Software and its features without any charge. If you require additional trial time, you can extend the trial up to 5 times by generating a new evaluation license key from the Atlassian Marketplace, allowing for a total trial period of up to six months. Should you need further extension beyond this period, you must contact Atlassian or an Atlassian Solution Partner to purchase the Software.

We reserve the right to immediately terminate or suspend the trial at any time and in our sole discretion for your violation of this Agreement and/or the trial terms set out by Atlassian.

Software

Software and Intellectual Property Rights

Ownership

i4ware represents that it either: (i) owns the Software and that it has the right to modify the same and to grant Customer a license for its use, or (ii), in the case of proprietary Software and/or databases belonging to others which are provided to Customer by i4ware in connection with the Software, the same are licensed or sublicensed to Customer pursuant to the terms and conditions of the applicable license(s) provided with same, and i4ware has the right to utilize the same in the Software and to sub-license its usage to Customer.

Title to Software

The Software and all copies thereof are proprietary to and are the property of i4ware or others who have licensed their proprietary information to i4ware for utilization and inclusion in the Software (“Licensors”), and title thereto remains with i4ware or its Licensors. Customer agrees that the Software contains proprietary information, including trade secrets, know-how and confidential information as defined in Section 6 of this Agreement.

This Agreement does not grant to Customer any ownership rights in the Software or in any derivative work based in whole or in part upon the Software. Customer agrees that any derivative work based in whole or in part upon the Software shall be considered a “derivative work” for purposes of applicable law, and all rights thereto shall belong to i4ware. Customer agrees that neither it nor any of its employees, agents, contractors, consultants, or affiliated entities will claim any patent, copyright, trademark, service mark, or “moral rights” with respect to the Software or any work based in whole or in part upon it, nor will it challenge or attempt to defeat i4ware’s rights with respect to the same. Customer shall not remove or change any notices of patents, copyrights, trademarks or other proprietary rights of i4ware or any other person or entity on the Software, on its documentation or any written material concerning it, or on any media containing the Software. Customer shall cause any copy of the Software properly made pursuant to this Agreement to bear all such notices as appear on the originals of the Software.

No Warranty

Save as provided below, Software is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that i4ware does not warrant that the Software will be error-free, complete, or correct. i4ware provides evaluation copies of the Software so that Customers can assess the Software.

No Infringement

The Software will not infringe upon the rights of any third party. In the event of a claim of or action with regard to infringement, i4ware will defend any action at its own expense. If Customer is barred from using the Software because of infringement, or if it appears likely that such will occur, i4ware shall, at its expense and at its sole discretion, (a) procure for Customer the right to continue using the Software, (b) modify the Software so that it does not infringe upon the rights of third parties, or (c) refund to the Customer the Software license fee paid, at which time Customer shall cease use of the Software and return all copies of it to i4ware.

i4ware shall have no obligation to do any of the foregoing if the infringement or claim is the result of (i) use of the Software with equipment or other Software not furnished by i4ware, and the infringement or claim results from such use; (ii) modification of alteration of the Software by Customer, and the infringement or claim results from such modification. Customer shall indemnify, save and hold harmless i4ware from any claim or infringement arising from work specified or designed by Customer. THE FOREGOING STATES I4WARE’S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT BY THE SOFTWARE OR ANY PART THEREOF OR ITS' OPERATION.

Term and Termination

Either party may terminate this Agreement on written notice to the other party at any time, without prejudice to any other remedy it might have, if: a) The other party commits a material breach of this Agreement; or b) The other party becomes insolvent, is unable to pay its debts when due, or files for protection from its creditors, files a bankruptcy or insolvency proceeding, or has an involuntary bankruptcy or insolvency proceeding filed against it, or ceases to carry on business or a substantial part thereof.

Either party will have thirty (30) days to remedy a) or b) above. Termination in any event shall not relieve Customer of its obligations regarding the Confidentiality provisions contained in this Agreement.

Payment terms

Customer will pay the License Fee within thirty (30) days after the Effective Date. All payments are non-refundable. Prices shown do not include any duties, sales, use, excise or similar taxes. All taxes shall be added to prices shown and Customer agrees to pay same. If Customer is exempt from paying such taxes or duties at the time such taxes or duties are levied or assessed, Customer can provide i4ware with tax exemption certificates and related documents as required by federal, state, or local laws or regulations to enable the Customer to obtain a tax or duty non-payment, deferral, refund or credit.

Customer orders are accepted only by a duly authorized officer of i4ware and executed by evidence of Software delivery, which date shall be made part of this Agreement and incorporated hereto. Customer agrees to make full payment of invoices in the manner agreed to in the invoice (such as currency in which payment is to be made, how payments by wire transfer or cheque are to be made, etc.) within thirty (30) days of the date of the invoice. In addition to other available remedies, a late payment service charge equal to 1.5% per month or the maximum charge allowed by applicable law, whichever is lower, shall be assessed on all amounts not paid when due. Customer agrees to pay all cost of collection, including attorney’s fees, incurred by i4ware.

Basic Support and Maintenance

Basic Software support and maintenance services is free included in Software License Fee. Customer may purchase Advanced support and maintenance separetely that means non-email support or non-support on our web-site, etc. i.e i4ware Software installs a Software to customers server, etc.

Advanced Support and Maintenance

Services

No Advanced Software support or maintenance services are provided with the License Fee of the Software. Customer may purchase Software support and maintenance separately.

Software support and maintenance services will be the obligation of i4ware and will be provided by i4ware or its designee(s). Software Support and Maintenance includes i4ware’s provisioning to Customer of Software updates made generally available to Customers from time to time, and online technical support (and where applicable, phone support) to one Customer-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Software.

If Customer obtains an update of a version of the Software that Customer previously licensed, the update shall become part of the Software originally licensed from i4ware. Customer shall possess only a single license to use the Software with the incorporated update(s), not two separate licenses.

Any modifications not authorized by i4ware in writing made to the Software by Customer are prohibited. Correction by i4ware of difficulties or defects traceable to Customer's errors or systems changes shall be billed at i4ware’s standard time and material charges.

Fees and Renewal

Software support and maintenance renewal fees are paid annually in advance. The initial or subsequent Software support and maintenance service may be renewed for additional 12, 24, or 36 months at the then-current rate for Software support and maintenance. Renewal periods commence upon the expiry date of the prior Software support and maintenance valid period, regardless of when the renewal is purchased.

If Customer terminates Software support and maintenance services or fails to pay the Software support and maintenance services fees when they become due, then i4ware will not provide Software support and maintenance services. In order to reinstate Software support and maintenance services, Customer will pay i4ware the Software support and maintenance services fees for the current year forward, plus any Software support and maintenance services fees that were not paid for all prior years and/or portions of prior years. Without limiting any of the above provisions, in the event of termination as a result of customer's failure to comply with any of its obligations under this Agreement, Customer shall continue to be obligated for any payments due.

i4ware may terminate Software support and maintenance services at any time upon ninety (90) days notice, and in such event, i4ware will refund a pro rata portion of that year’s Software support and maintenance services fee received from Customer.

All prices are subject to change. If the prices change, i4ware shall give the User at least 30 days’ notice. The notice may be provided on the i4ware website Home , by email or by posting on the Service.

Third Party Services

The sole responsibility of i4ware with respect to third party Software is to pass through any warranties extended by the third-party.

Obligations and Liabilities of the Customer

In order to use the Software provided by i4ware the following restrictions on Customer shall apply:

1. The Customer represents and warrants that he/she is a natural person of legal age or a legal entity validly registered in its jurisdiction.

2. The Customer agrees to provide its full legal name, a valid email address and other information requested.

3. The Customer represents and warrants to have full power and authority to enter into this Agreement with i4ware directly or on behalf of a legal entity.

The Software may not be used for any illegal or unauthorized purpose. The Customer agrees not to, in the use of the Software, violate any laws in its jurisdiction (including but not limited to copyright laws).

Receiving Notifications

Notifications sent by i4ware to the Customer shall be deemed duly served when the notices are sent by email to the email address provided by the Customer during registration or through modification of the User Account information thereafter. In cases where notices are delivered on the Service or on a named web address, the notices shall be deemed duly served once such posting has occurred.

Amendments to this Agreement

i4ware reserves the right to change or modify the terms and conditions provided in this Agreement at its sole discretion. Changes shall be effective immediately upon notice to the Customer by email or posting at www.i4ware.fi. Continued use of the Software after changes or modifications to this Agreement constitutes the acceptance of the Customer and of said changes. It is recommended that the Customer review the most current version of these terms and conditions regularly at www.i4ware.fi.

Force Majeure

Neither i4ware nor the Customer shall be liable for any delay or failure in performance due to extraordinary event or circumstance beyond the control of the parties such as acts of God, earthquake, labor dispute, supply shortage, riot, war, fire, epidemic, transportation difficulty or other understood event of force majeure. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

Governing laws and disputes

This Agreement and the relationship between i4ware and the Customer shall be construed, governed and enforced in accordance with the laws of Finland without giving effect to its choice of law provisions.

All disputes arising out of or in connection with this Agreement and with the relationship between i4ware and the Customer shall be submitted to the exclusive jurisdiction of the Helsinki District Court, Finland.

Data Processing Agreement

1. Parties

This Data Processing Agreement (“DPA“) is an appendix to Software License Agreement (“Agreement“) between i4ware Software (“Processor“) and the Customer, and is subject to its terms and conditions to the extent not otherwise agreed herein.

Hereinafter Processor and Customer shall also be individually referred to as a “Party” and jointly as “Parties“.

2. Background and purpose

2.1.  Processor is the owner and licensor of certain software products and related services (“Services”) which Processor has licensed to the Customer under the Agreement.

2.2.  In connection with performing the Services, Processor may process personal data on behalf of the Customer.

2.3.  This DPA sets out the terms and conditions for the processing of personal data by Processor on behalf of the Customer.

2.4.  For the purposes of this DPA, “Applicable Law” shall mean the applicable laws and regulations in respect of processing personal data, including but not limited to, the Finnish Data Protection Act (1050/2018) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, “GDPR“) as well as binding orders from supervisory authorities.

3. Description of processing

3.1.  The subject-matter, nature and purpose of the processing, the type of personal data and categories of data subjects are described in documentation to be drawn up during Agreement period or in other instructions issued by the Customer. The Customer is responsible for the lawfulness, maintenance and availability of the description and instructions.

3.2.  At the effective date of this DPA, the Customer has instructed Processor to process personal data for the purposes of the Agreement in accordance with the terms of this DPA.

4. Obligations of the Customer

4.1.  The Customer acts as a data controller and commits to ensure compliance with the data controller’s obligations under Applicable Law. In particular, the Customer shall be responsible to ensure, inter alia, that:

• the Customer has the right to disclose and transfer personal data to Processor for the purposes of the Agreement;

• there is a valid legal ground for the processing provided in Applicable Law such as contract, legitimate interests of the data controller or data subjects’ consent;

• the processing and purposes of personal data processed have been specified prior to the processing activities;

• personal data collected is accurate, correct and necessary for each specific purpose of the processing, and no unnecessary personal data is collected;

• the Customer is responsible for issuing access rights to nominated persons and removal thereof when such access rights are no longer needed;

• the Customer is responsible for proper training and instructions of its personnel on processing of personal data and data security;

• personal data has been protected against unauthorized access, and accidental or unlawful destruction, alteration, disclosure, transport or other unlawful processing;

• personal data that are inaccurate or incorrect are rectified or erased without delay;

• personal data that have become outdated or unnecessary will not be processed, but disposed of in a reliable manner, unless Union or Member State law requires storage of personal data;

• data subjects have the opportunity to obtain transparent information regarding the processing of their personal data, which is easily accessible and understandable and provided using clear and plain language.

5. Obligations of Processor

5.1.  Processor acts as a data processor under Applicable Law. Processor processes the Customer’s personal data on behalf of the Customer for the purposes of the Agreement in accordance with this DPA and the Customer’s documented instructions. Processor shall implement appropriate technical and organizational measures for ensuring the security of the processing and maintain appropriate documentation of these measures and processing activities.

5.2.  Processor commits to ensure that persons processing personal data under the authority and supervision of Processor have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in addition to that such persons shall process personal data only pursuant to this DPA, the Agreement and the Customer’s instructions.

5.3.  Processor commits to assist, to the extent possible, taking into account the nature of the processing operation, the Customer to ensure compliance with the Customer’s responsibility to respond to requests that concern the use of rights of data subjects by appropriate technical and organizational measures, and to inform the Customer about the requests received from the data subjects.

5.4.  Processor shall, upon request and to the extent possible, provide the Customer information necessary to demonstrate compliance with the obligations concerning the processing of personal data under this DPA. Processor shall allow the Customer either on their own or with a third-party auditor to conduct audits relating to processing of the Customer’s personal data in the presence of Processor. Such third-party auditor shall not be a competitor to Processor and must be approved by Processor prior to the audit. The Customer shall notify Processor in writing at least 30 days prior to the audit. Thereafter, the Parties shall mutually agree on the extent and timing of the audit, always conducted during Processor’s normal working hours. The audit may not interfere with Processor’s normal business activities, nor lead to breaches of confidentiality obligation of Processor towards third parties nor endanger Processor’s data security. The Customer shall bear all costs related to the audit.

5.5.  Processor shall, taking into account the nature of the processing and information available to Processor, assist the Customer in completing possible data protection impact assessments, notifications of personal data breaches and prior consultation requests to the extent they relate to the software service provided by Processor.

5.6.  After the end of the provision of Services under the Agreement, Processor commits to either delete or return all personal data to the Customer, based on the Customer’s choice. Processor deletes existing copies of personal data unless legislation requires longer storage of personal data.

5.7.  Processor commits to answer to notifications, complaints and other inquiries of the Customer without undue delay.

5.8.  Processor shall be entitled to invoice the Customer for costs incurred by the assistance measures performed under this Clause 4 in accordance with its then-valid price list.

6. Subcontractors of Processor

6.1.  Possible subcontractors used by Processor, which take part to processing of the Customer’s personal data, also act as data processors on behalf of the Customer. By accepting this DPA, the Customer has provided a written authorization for the use of subcontractors. Processor shall have full responsibility for the actions and omissions of its subcontractors and shall ensure that the subcontractors comply with the data protection obligations of Processor under this DPA.

6.2.  Processor shall, as soon as reasonably possible, inform the Customer in writing of any intended changes concerning the addition or replacement of subcontractors, thereby giving the Customer an opportunity to object to such changes. The Customer shall have the right to object to such changes within fourteen (14) days after receipt of such notification by terminating this DPA and the Agreement. There will be no returns of payments made under the Agreement. If the Customer does not object to such changes within said time period, the Customer is deemed to have accepted the use of the new subcontractor.

7. Transfers of personal data

7.1.  Processor shall not transfer personal data to any third parties other than its approved subcontractors. Processor is entitled to transfer personal data outside the European Union or the European Economic Area, provided that Processor commits to ensure that Processor itself and its subcontractors transfer personal data in compliance with the Applicable Law.

8. Personal data breach notifications

8.1.  In the event of a personal data breach, Processor shall notify the Customer in writing without undue delay after having become aware of it. The personal data breach notification shall contain at least the following (to the extent the information is in the possession of Processor):

a)      a description of the nature of the personal data breach including, the categories and approximate number of data subjects concerned and the categories and approximate number of data records concerned;

b)     the name and contact details of the person responsible for the data processor’s data protection matters;

c)      a description of likely consequences and/or realized consequences of the personal data breach; and

d)     a description of the measures taken to address the personal data breach and to mitigate its possible adverse effects.

8.2.  Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay

9. Limitation of Liability

9.1.  Liability of the Parties concerning administrative fines imposed by supervisory authorities or compensation claims presented by data subjects are determined in accordance with the stipulations of the Applicable Law.

9.2.  Processor shall not be responsible for any consequential or indirect damages. In any event Processor’s liability shall not exceed the amount paid by the Customer to Processor under the Agreement during a 6-month period preceding the occurrence of the damage.

10. Other terms

This DPA replaces all other agreements and terms related to processing of personal data and information and data security in force between the Parties.

11. Applicable law and dispute resolution

11.1.                   This DPA shall be governed by and construed in accordance with the laws of Finland without giving effect to its choice of law provisions.

11.2.                   Dispute resolution clause in the Agreement shall be applied to this DPA.

12. Term and termination

This DPA enters into force when the software is taken into use by the Customer and remains in force as long as Processor processes personal data as the Customer’s data processor.