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- “Accessible Code” means source code that is unprotected and accessible.
- “DEISER” means DEISER DESARROLLO E INTEGRACIÓN DE SISTEMAS, S.L.
- “Application” means the Atlassian JIRA application within which the Software runs.
- “Authorised User” means a person who accesses and uses the Software under a User Licence, including licensee’s affiliates and authorized agents.
- “Embedded Software” means any third-party software which may contain Accessible Code, Protected Code or Media licensed by DEISER from a third party and embedded in the Software.
- “Fees” mean all fees and expenses payable by the Licensee to DEISER in acquiring the Software and as applicable any Maintenance or User Licenses.
- “Free License” means a license for which the Fees are waived by DEISER.
- “Maintenance” means the provision by DEISER 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 DEISER.
- “Parties” means either DEISER or the Licensee or both.
- “Protected Code” means any source code that is protected against access by the Licensee and any third party without DEISER’s prior written permission and is otherwise not accessible under this EUTU.
- “Reseller” means a third party selling and distributing DEISER services and/or products which it is authorised by DEISER to do so.
- “Software” means the DEISER software entitled above that accompanies this EUTU, which may include computer software, Accessible Code and Protected Code and may include associated media, Media, printed materials, “online” or electronic documentation, Internet-based services and Embedded Software.
- “User License” means a license granted under this EUTU to the Licensee to permit an Authorised User to use the Software. The number of User Licenses granted to the Licensee is dependent on the Fees paid by the Licensee.
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If the Software becomes, or in the opinion of DEISER may become, the subject of a claim of infringement of any third party’s intellectual property rights, DEISER 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) refund any license Fees related to this Software paid by Licensee. The foregoing states the sole liability of DEISER and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by DEISER under this EUTU.
DEISER agrees to defend, indemnify, and hold harmless customer, its agents, and affiliates from and against any non-Party claims, damages, losses, costs, and expenses, including reasonable attorney’s fees, relating to use in connection with this Agreement or the delivery of software or services furnished by the other DEISER in the as-delivered condition and pursuant to this Agreement infringes upon the intellectual property rights of the non-Party. All application code is owned by DEISER (except external/third-party libraries). DEISER is responsible for such code and to exempt the client from any responsibility for any claim that indicates that DEISER infringes the intellectual property rights of the third party.
12.2 Licensee’s Use
Licensee will indemnify and hold harmless DEISER against all costs, expenses, losses and claims made against DEISER as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorised User’s unauthorised use of the Software under this EUTU.
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