Bauer End-User License Agreement 

2.1 Commercial License

2.1.1 Upon Licensee’s acceptance of the EULA, Bauer grants the Licensee the perpetual right to use specific versions of the Software, subject to the General License Terms in section 2.4 and subject to the following:

2.1.1.1 Licensee may install any versions of Software that have Release Date prior to the Maintenance Expiration Date on a single server.

2.1.1.2 Licensee must ensure the maximum number of Authorized Users accessing and using the Software concurrently is equal to the number of Users Licenses for which the necessary Fees have been paid to the Reseller or Bauer. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Reseller or Bauer.

2.1.1.3 Licensee must pay in full all applicable Fees to Bauer or Reseller by their due date. Failure to pay Fees by the due date will result in the immediate termination of the License granted under this EULA.

2.2 Beta License

2.2.1 Upon Licensee’s acceptance of the EULA, Bauer grants the Licensee the temporary right to use Beta Versions, subject to the General License Terms in section 2.4 and subject to the following:

2.2.1.1 Licensee may install, use and permit unlimited number of Authorized Users to use any Beta Version on multiple computers until the End-of-Life date of that Beta Version with no Fees;

2.2.1.2 End-of-Life date is defined separately for each version of the Software and is at least 6 months after the version is first made available by Bauer.

2.3 Non-Commercial License

2.3.1 Upon Licensee’s acceptance of the EULA, Bauer grants the Licensee the right to use the Software, subject to the General License Terms in section 2.4 and subject to the following:

2.3.1.1 Licensee may install, use and permit unlimited number of Authorized Users to use any version of Software on multiple computers.

2.3.1.2 If License has an expiration date, Licensee and Authorized Users must stop using the Software after the expiration date or continue using the Software under another License from Bauer.

2.4 General License Terms

2.4.1 Licensee may:

2.4.1.1 Allow Authorized Users use installed Software from an unlimited number of computers.

2.4.1.2 Make backup copies of Software.

2.4.2 Licensee must not, whether through negligent act or omission, or without the prior written consent of Bauer:

2.4.2.1 Sell, sublicense, redistribute (except distributing to Authorized Persons), reproduce, transmit, circulate, disseminate, translate Software or reduce Software to or from any electronic medium or machine readable form;

2.4.2.2 Decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any portion of Software.

2.4.3 If License is locked to a specific server, Licensee must not install Software on a different server.

2.4.4 All rights granted to Licensee by this License are worldwide, non-exclusive, non-transferable, non-sublicensable and limited.

2.4.5 Except as otherwise agreed in writing by Bauer, the Licensee must only install the Software and make the Software available for use on hardware systems owned, leased or controlled by the Licensee.

2.4.6 If Bauer 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 (Uncontrolled Systems), the Licensee will ensure the terms of this EULA are complied with by users of such Uncontrolled Systems and the Licensee indemnifies Bauer for all costs, damages and loss Bauer suffers arising from such installation or use of the Software on Uncontrolled Systems.

6.1 Subject to the remainder of this Section 6, Bauer will indemnify and hold Licensee harmless against a claim to the extent based on an allegation that Licensee’s use of Software (in the form provided by Bauer) in compliance with this Agreement infringes a United States or European Union patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against Licensee by a court of competent jurisdiction, or agreed to in writing by Bauer as settlement, as a result of such Claim, provided that Bauer is (i) promptly notified and furnished a copy of such Claim, (ii) given all relevant evidence in Licensee’s possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.

6.2 Bauer will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of Software in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Bauer was aware of or had been advised of such use; (ii) modifications to Software by any person or entity other than Bauer (including any modifications by the Licensee); or (iii) other circumstances or occurrences that are covered in Licensee’s indemnification obligations in Section 6.5.

6.3 If the Software becomes, or in the opinion of Bauer may become, the subject of a claim of infringement of any third party’s intellectual property rights, Bauer may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund any License Fees related to this Software paid by Licensee.

6.4 The foregoing sections 6.1, 6.2, and 6.3 set forth the sole liability of BIT and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Bauer under this EULA.

6.5 Licensee will indemnify and hold harmless Bauer against all costs, expenses, losses and claims made against Bauer as a result of any infringement of a third party’s intellectual property rights arising from (i) the Licensee’s or its Authorized User’s modification to the Software, or (ii) combination of the Software with other products by Licensee or any of its Authorized Users, other than those with commercially available software that the Software was designed by Bauer to work with (such as Atlassian JIRA) or that was explicitly authorized by Bauer to be used with the Software, if such infringement would have been avoided in the absence of such combination.

6.6 The foregoing section 6.5 sets forth Licensee’s sole liability and exclusive remedies of Bauer for any infringement of 3rd party intellectual property rights under this EULA.

12.1 Clauses 2.4.2, 5, 4.1.3, 6.5, 6.6, 7, 8, 10 and 11 shall survive any termination of this EULA.