END USER LICENSE AGREEMENT

Europa Labs Pty Ltd (ACN 638 081 571)

THIS AGREEMENT made

BETWEEN

Europa Labs Pty Ltd ("Licensor")

- and -

You ("Licensee")

(the "Parties")

  1. Definitions and interpretation

  1. headings are for convenience only and do not affect its interpretation and construction;
  2. the singular includes the plural and vice versa;
  3. words importing a gender include other genders;
  4. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
  5. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
  6. "includes" is not a word of limitation;
  7. a reference to any thing is a reference to the whole and each part of it;
  8. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
  9. a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
  1. Acceptance

  1. selecting the 'Accept' option;
  2. payment of the license fee for the Product at the point of purchasing the licence for the Product; or
  3. upon installing or using the Product (whichever comes first),
  1. License grant

The Product is licensed, not sold, and no ownership right is conveyed to you, irrespective of the use of the terms in this EULA such as “purchase” or “sale”.

  1. A Hosted Service. A monthly (paid in advance) subscription for worldwide, non-exclusive, non-transferable, non-sublicensable use of the Hosted Service, subject to automatic renewal for successive monthly terms unless either Europa Labs or you notify the other of non-renewal or Europa Labs ceases to make the Product available. If you cancel, your subscription will terminate at the end of the then-current billing cycle, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. You acknowledge that Hosted Services are on-line, subscription-based products, hosted by Europa Labs and/or Atlassian, and that Europa Labs and/or Atlassian may make changes to the Hosted Services from time to time.
  2. Trial use or Beta Versions. Europa Labs may offer you a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license for the Product at no charge for trial use or to test Beta Versions. Your use of trial or beta versions is subject to any additional terms specified by Europa Labs and is only permitted for the evaluation period specified by Europa Labs. After the evaluation period has expired, you must abide by the Hosted Service rights, or uninstall the Product. You may not use Trial Use or Beta Versions for competitive analysis or similar purposes. Europa Labs may terminate your right to use a Trial or Beta Version Product at any time and for any reason at its sole discretion, without liability to you. You understand that any pre-release and beta products (“Beta Version”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. Europa Labs makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Europa Labs may charge a fee in order to allow you to access Beta Versions, however the Beta Versions will still remain subject to this clause. All information regarding the characteristics, features or performance of Beta Versions constitutes Europa Labs’ Confidential Information. To the maximum extent permitted by applicable law, Europa Labs disclaims all obligations or liabilities with respect to Trial or Beta Version Products, including any Support Services, warranty, and indemnity obligations.
  3. Your license rights under this EULA are non-exclusive, non-transferable and non non-sublicensable. You may not sell, transfer or convey the Product to any third party without Europa Labs’ prior express written consent. Europa Labs reserves all rights not expressly granted to the Licensee in this EULA.
  1. Software and Services

  1. Limitations

  1. share the Licence, or contents of the Product, with others;
  2. decompile, "reverse engineer", disassemble, or otherwise attempt to derive the source code for the Product;
  3. broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product
  4. post the Product or part of the Product on any website;
  5. permit individuals or services, who do not have accounts within the linked Atlassian instance, to use or access the Product, including but not limited to shared use via a network connection;
  6. upload inappropriate or offensive content that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation;
  7. attempt to undermine the security or integrity of Europa Labs’ computing systems or where the Software, Site or any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
  8. use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services or other systems used to deliver the Software or impair the ability of any other user to use the Site or Services;
  9. use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services or other systems used to deliver the Software or impair the ability of any other user to use the Site or Services;
  10. attempt to gain unauthorised access to any content, other than those to which you have been given express permission to access, or to the computer system on which the Software is executed or Services provided;
  11. upload viruses, adware, spyware, worms or other malicious code; or establish a network connection with a host designed to attack the security, performance, or operation of the Product;
  12. use the Product for purposes for which it was not intended, including running continuous computing workloads unrelated to exploratory data analysis and machine learning model development.
  1. modify the Product or create any derivative work of the Product or its accompanying documentation. Derivative works include but are not limited to translations; or
  2. alter any files or libraries in any portion of the Product.
  1. Third-party Software

  1. You acknowledge the Product may contain software licensed by Europa Labs from third parties, including open source software, and embedded in the Product, and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of third party software by you, which is not in accordance with the use of the Product as permitted under the terms of this EULA. In such circumstances, you must consult the relevant third party to acquire any necessary licenses and consents in relation to your use of the third party software.
  2. The Product uses, requires and depends on various third party APIs. Europa Labs disclaims any liability for any failure or limitations of these APIs or services. Atlassian, or any other API provider, may remove or change the API required for the Product to function properly. Europa Labs disclaims any liability for the consequences of such actions by such third parties.
  1. Ownership

  1. Warranties and exclusions

  1. Exclusion of damages

  1. Limitation of liability and remedies

  1. Licensee indemnity

  1. Variation of Terms

  1. Termination

  1. General provisions


SCHEDULE 1 PRODUCT

Name of Product: Europa Notebooks

Details of Product: An online service to view, create, edit and run Jupyter-compatible Notebooks in a collaborative team environment. The service also enables data to be curated and analysed independently of notebooks, and for both notebooks and data to be organised as shared projects. The service leverages the data and access management capabilities of the target environment.