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

• 1.1. Definitions

• In this Agreement (including the recitals) unless the context otherwise requires:
• Agreement means this agreement and its schedule;
• Hosted Service means software provided in a hosted or cloud-based environment;
• Product means Europa Notebooks as detailed in Schedule 1;
• Terms means the terms and conditions of this Agreement.

• 1.2. Interpretation

• In this Agreement, unless the context otherwise requires:

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.

2. Acceptance

• 2.1.  This Agreement is between you and the Licensor, and governs the Products made available to you.

• 2.2.  Upon:

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),

• 2.3.  If you do not agree to the Terms of this Agreement, you must not install, use, or copy the Product.

• 2.4.  Europa Labs reserves the right to make changes to this Agreement at any time, effective upon publishing of the modified Agreement. If you do not agree to these changes, you may terminate these Terms and you must cease and ensure each User ceases to access or use the Services.
• 2.5.  Europa Labs is a vendor in the Atlassian Marketplace, this Agreement is a ‘Publisher EULA’ as defined in the Atlassian Marketplace Terms of Use and related Atlassian terms and conditions (collectively referred to as Atlassian Terms) also govern your access to the Atlassian Marketplace and order of this Software. You will not be able to use Europa Labs’ Services if you do not agree to the applicable Atlassian Terms and have access to the applicable Atlassian product.

3. 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”.

• 3.1.  This Agreement entitles you to

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.

4. Software and Services

• 4.1.  Upon acceptance and payment of applicable fees, you will obtain an Account for you or your organisation (as applicable). You are responsible for determining:
• a)  The Services you require
• b)  If you are an organisation with an Account to manage multiple users:

• i)  Which Users will be granted access
• ii)  Each User’s access level
• iii)  Whether to revoke a User’s access to the Services at any time for any reason

5. Limitations

• 4.1. Limitations on transfer

• You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products.

• 4.2. Limitations on use

• You may not:

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.

•  

• 4.3. Limitations on derived works

• You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.

• 4.4. Limitations on alteration

• You may not:

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.

•  

• 4.5. Limitations on copying

• You may not copy any part of the product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

6. 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.

7. Ownership

• Europa Labs Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof.

8. Warranties and exclusions

• 6.1.  Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on Europa Labs Pty Ltd and its subsidiaries, affiliates, and suppliers ("Implied Terms"). If these Implied Terms apply, Europa Labs Pty Ltd's liability will be limited at its option to resupply, repair or replacement of the Product or the cost of such resupply, repair or replacement, to the extent permitted by law.

• 6.2.  Unless otherwise explicitly agreed to in writing by Europa Labs Pty Ltd, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.

• 6.3.  Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.

9. Exclusion of damages

• Subject to any Implied Term, Europa Labs Pty Ltd, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with these Terms, the Product, any software for the Product or any support services for the Product, whether based on contract, tort, statute, or any other legal theory.

10. Limitation of liability and remedies

• To the extent that the applicable jurisdiction limits Europa Labs Pty Ltd's ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.

11. Licensee indemnity

• You will indemnify Europa Labs Pty Ltd, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Product, including but not limited to, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party.

12. Variation of Terms

• Europa Labs Pty Ltd reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you purchase the Licence for the Product or use the Product whichever is applicable.

13. Termination

• Without prejudice to any other rights, Europa Labs Pty Ltd may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such an event, you must uninstall all instances of the Product.

14. General provisions

• 12.1.  Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

• 12.2.  Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

• 12.3.  The failure, delay, relaxation or indulgence on the part of a party in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.

• 12.4.  This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.

• 12.5.  If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

• 12.6.  This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia.

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.