EULA

These terms (the "Agreement") are entered into by (i) Requirement Yogi SASU, a French simplified joint-stock company registered under number 812 048 452 RCS Grasse, headquartered at Les Aqueducs B3, 535 Route des Lucioles, 06560 Valbonne, France (the "Company"); and (ii) the entity accepting these terms (the "Customer"). The Company and the Customer are each referred to as a "Party" and collectively as the "Parties".

By (i) checking a box indicating acceptance, (ii) executing an order document that references this Agreement, (iii) installing the Software, (iv) upgrading to a new Feature Release of the Software, or (v) renewing an existing subscription or maintenance period from the current date onward, Customer agrees to be bound by this Agreement. This Agreement supersedes and replaces any prior end-user license agreements regarding the Software. The individual accepting this Agreement represents that they have the authority to bind Customer.

Major Version means a version of the software whose second number is incremented, representing Y in the format “X.Y.Z”.

Business use only. Customer represents that it is acquiring the Software for its own commercial or industrial purposes. Customer represents that it is not a consumer as this term is generally defined under French and EU regulations.

1. The software

1.1 Scope of the software. The Company provides downloadable software applications dedicated to requirement management, along with related plugins, scripts, and ancillary tools (collectively, the "Software").

1.2 Excluded products. This Agreement applies exclusively to the Company's downloadable and on-premise software products. It does not apply to any cloud-based or hosted services provided by the Company, which are governed by a separate Terms of Service.

1.3 Excluded open-source tools. This Agreement does not apply to any scripts or tools explicitly published and distributed by the Company under an open-source license. Such tools are governed strictly by the terms of their respective open-source licenses.

1.4 Third-party open-source libraries. The Software may contain embedded third-party components distributed under open-source licenses. Customer acknowledges that (i) these components are governed by their respective licenses, (ii) they are subject to their own lifecycles, and (iii) the Company's warranties do not extend beyond the scope permitted by such third-party licenses. The Company uses commercially reasonable efforts to avoid incorporating any third-party component governed by a copyleft license (such as the GNU General Public License) that would require the Company to disclose or distribute the proprietary source code of the Software. If such a component is inadvertently included, the Company will promptly replace it with a functionally equivalent component under a permissive license. Customer agrees that this replacement constitutes Customer's sole and exclusive remedy regarding the inadvertent inclusion of such components.

2. License grant and restrictions

2.1 License grant. Subject to Customer’s continuous compliance with this Agreement and payment of applicable fees, the Company grants Customer a limited, non-exclusive, non-transferable, and worldwide right to install and use the Software during the applicable Subscription Term.

2.2 License restrictions. Customer must not, and must not permit any third party to: (i) rent, lease, sell, distribute, or sublicense the Software; (ii) provide access to the Software to anyone other than authorized Users; (iii) charge its own customers a distinct fee for the use of the Software; (iv) use the Software to build a competitive product or for any benchmarking purposes; (v) reverse engineer, decompile, or disassemble the Software except to the extent permitted by applicable law; (vi) bypass or breach any security device or usage limits; or (vii) remove or obscure any proprietary notices in the Software.

2.3 License verification and enforcement. The Software contains technical mechanisms designed to verify the legitimacy and validity of the applied license keys. The Company reserves the sole right to determine the validity of a license. If the Company determines that a license is invalid, forged, or misused, the Company may suspend the Software's functionality. In such events, continued use of the Software may require Customer to enter a specific override key provided directly by the Company.

2.4 Acceptable use policy. Users accessing the Software or interacting with the Company's support services must comply with the Company's Acceptable Use Policy (the "AUP"). Customer is responsible for ensuring its Users adhere to the AUP. The Company reserves the right to suspend support services for any specific User who violates the AUP, notably by engaging in abusive behavior or spamming the support channels.

3. Orders, capacity, and audits

3.1 Purchasing channels. Customer may purchase Orders: (i) directly from the Company, or (ii) through a Reseller. All Orders are governed by this Agreement. If Customer purchases through a Reseller, the billing, payment terms, and refunds are governed entirely by the policies of that Reseller. The Company is not responsible for their billing errors, payment processing, or license provisioning delays.

3.2 Usage limits. Customer's access is strictly limited to the capacity limits and user tiers specified in the applicable Order. If Customer’s usage exceeds these limits, Customer must purchase an upgraded Order covering the excess usage. Any unauthorized usage beyond the permitted capacity constitutes a material breach of this Agreement.

3.3 Usage verification. The Company may request that Customer provides a written certification signed by an authorized representative confirming that Customer’s use of the Software complies with the permitted capacity. The Company will make this request no more than once in any 12-month period. If this verification reveals that Customer has exceeded its purchased capacity, Customer will be invoiced for the excess usage at the then-current list price.

4. Delivery and customer environment

4.1 Electronic delivery. The Software and associated license keys are delivered electronically. Delivery is deemed complete when the Software or the license key is made available to Customer for download or activation via the applicable purchasing channel.

4.2 Customer responsibility. Customer is exclusively responsible for (i) procuring, configuring, and securing the hardware, operating systems, and platforms required to host the Software; (ii) implementing adequate firewall and network security measures; and (iii) maintaining regular backups of all data processed by the Software. The Company bears no liability for any data loss, security breach, or system failure arising from Customer's hosting environment. Customer is responsible for its Users' compliance with this Agreement and the Acceptable Use Policy (AUP). Any breach of this Agreement or the AUP by a User will be deemed a material breach by Customer.

5. Maintenance, support, and data privacy

5.1 Version support. The Company provides updates, patches, and security fixes exclusively for the most recent major release of the Software. Customer is responsible for promptly installing updates. The Company will not be liable for any issues or vulnerabilities arising from Customer's use of outdated versions of the Software.

5.2 Support services. During the applicable Subscription Term, the Company will use commercially reasonable efforts to provide technical support for the Software. Customer may provide anonymized logs, error reports, and reasonable cooperation to assist the Company in diagnosing issues. However, the Company's ability to resolve support requests is contingent upon Customer providing sufficient information, reproducible instructions and cooperation.

5.3 Privacy and GDPR roles. Because the Software is installed within Customer's environment, Customer acts as the sole Data Controller and Data Processor for any business data processed by the Software under the EU General Data Protection Regulation (GDPR). The Company does not host, access, or process such data. Any personal data voluntarily provided by Customer to the Company during support interactions is processed strictly in accordance with the Company's Privacy Policy.

6. Warranties and disclaimers

6.1 Prior evaluation and updates. Customer acknowledges that the Platform provides opportunities to evaluate and confirm the capabilities of the Software prior to purchase. Customer represents that it has relied exclusively on its own evaluation to determine whether the Software meets its requirements, and accepts the Software strictly on that basis. Furthermore, Customer acknowledges that the Company may, at its sole discretion, release updates that modify, replace, or deprecate certain features of the Software.

6.2 Third-party platforms. The Software is designed to operate within a specific Platform that is controlled by a third party. The Company does not warrant the performance, continued availability, security, or continued compatibility of any Platform. The Company is not liable for any degradation or failure of the Software caused by (i) Customer's failure to maintain a supported version of the Platform, (ii) updates, API changes, deprecations, or bugs issued by the Platform provider, or (iii) outages or end-of-life declarations of the Platform. Incompatibility resulting from Platform changes does not constitute a breach of this Agreement, and the Company is under no obligation to modify the Software to restore such compatibility.

6.3 Disclaimer. To the maximum extent permitted by applicable law, the Software, support, and all ancillary tools are provided “AS IS” and "WITH ALL FAULTS." The Company makes no warranties, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Company does not warrant that the Software will operate uninterrupted, error-free, or be completely immune to unauthorized access or hacking. The Company is under no obligation to correct any bugs, defects, or errors in the Software.

7. Limitation of liability

7.1 Exclusion of indirect damages. To the maximum extent permitted by applicable law, and in accordance with Article 1231-4 of the French Civil Code, neither Party will be liable to the other for any indirect or unforeseeable damages (dommages indirects et imprévisibles) arising out of or relating to this Agreement, including (i) loss of revenue or profits, (ii) loss of business opportunity, (iii) loss of use, (iv) loss of data, (v) corruption of data, (vi) reputational harm, or (vii) the cost of procuring substitute software or services. This applies regardless of whether a Party was advised of the possibility of such damages.

7.2 Mutual liability cap. In no event will the total, cumulative liability of either Party arising out of or related to this Agreement exceed an amount equal to six months of the subscription fees paid or payable by Customer under the specific Order giving rise to the claim.

7.3 Excluded claims. The limitations of liability set forth in Section 7.2 will not apply to: (i) Customer’s obligation to pay all fees due under this Agreement; (ii) damages resulting from a Party's gross negligence, willful misconduct, or fraud (faute dolosive ou faute lourde); or (iii) any liability that cannot be excluded or limited under applicable law.

8. Intellectual property

8.1 Company ownership. The Company and its licensors exclusively own all right, title, and interest in and to the Software, ancillary tools, algorithms, interfaces, and documentation, including all associated intellectual property rights. No rights are granted to Customer other than the limited right to use the Software as expressly set forth in this Agreement.

8.2 Customer ownership. Customer retains all right, title, and interest in and to all data, information, or material processed by Customer using the Software. The Company claims no ownership rights over Customer's data.

8.3 Feedback. If Customer or its Users provide the Company with suggestions, enhancement requests, or comments (collectively, "Feedback"), the Company may use, modify, and incorporate such Feedback without restriction or obligation.

9. Term and termination

9.1 Term of agreement. This Agreement commences upon acceptance and remains in effect until all applicable Orders have expired or been terminated.

9.2 Termination for cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure the breach within thirty days after receiving written notice. The Company may terminate this Agreement immediately upon notice if Customer violates the Acceptable Use Policy, breaches the license restrictions or fails to pay any amounts due.

9.3 Effect of termination. Upon expiration or termination of this Agreement: (i) all rights and licenses granted to Customer will immediately cease; (ii) Customer must immediately stop using the Software and securely destroy all copies of the Software and license keys in its possession; and (iii) upon request, Customer will certify in writing that it has complied with these obligations.

9.4 Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 3 (Payment obligations), 6 (Warranties and disclaimers), 7 (Limitation of liability), 8 (Intellectual property), 9.3 (Effect of termination), and any other provisions that by their nature should survive.

10. General provisions

10.1 Updates to the agreement. The Company may modify this Agreement from time to time. Unless a modification is required by applicable law to take effect immediately, material changes will become effective upon the first day of Customer's next renewal period.

10.2 Entire agreement. This Agreement, including any referenced policies and Orders constitutes the entire agreement between the Parties relating to the Software and supersedes all prior or contemporaneous agreements, whether written or oral, relating to such subject matter. For clarity, this Agreement applies strictly to the on-premise Software and does not supersede or alter any separate terms governing Customer's use of the Company's cloud-hosted services. No terms or conditions stated in a Customer purchase order or other Customer documentation will be incorporated into or form any part of this Agreement, and all such terms are null and void. In the event of any conflict or inconsistency, the following order of precedence will apply: (i) a separate agreement mutually signed by authorized representatives of both Parties (such as a Master Services Agreement), (ii) this Agreement, and (iii) the applicable Order. For clarity, an "Order" refers exclusively to the official ordering document provided by the Company or an authorized Platform.

10.3 Force majeure. Neither Party will be liable for any delay or failure to perform its obligations (except for payment obligations) if the delay or failure is due to any event qualifying as force majeure under Article 1218 of the French Civil Code, including (i) natural disasters, (ii) labor disputes, (iii) systemic electrical, telecommunications, or other utility failures, (iv) earthquakes, (v) storms, (vi) blockages, (vii) embargoes, (viii) riots, (ix) acts or orders of government, (x) acts of terrorism, or (xi) war.

10.4 Export compliance. The Service is subject to export control and economic sanctions laws of the European Union, the United States, and other applicable jurisdictions. Customer agrees to comply strictly with all such laws. Customer represents that it is not (i) located in, or organized under the laws of, any country or territory subject to a comprehensive US or EU embargo, or (ii) listed on any restricted Party list maintained by the US government, the EU, or any EU Member State. If Customer becomes subject to any such sanctions during the Agreement, such event constitutes a material breach by Customer. The Agreement will terminate immediately without any obligation to refund prepaid fees, and Customer must not permit its Users to access or use the Software in violation of any applicable export embargo, prohibition, or restriction.

10.5 Governing law and jurisdiction. This Agreement will be governed by and construed in accordance with the laws of France, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute, claim, or action arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the Commercial Court (Tribunal de commerce) of Paris, France.

10.6 Independent contractors. The Parties are independent contractors. Nothing in this Agreement will be construed as creating a joint venture, partnership, employment, or agency relationship between the Company and Customer. Neither Party has any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other.

10.7 Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. However, either Party may assign this Agreement in its entirety (including all Orders), without consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, Customer may not assign this Agreement to a direct competitor of the Company without the Company's explicit prior written consent. Any purported assignment in violation of this section is void.

10.8 Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the Party granting the waiver.

11. Definitions

"Atlassian Marketplace" means the online marketplace operated by Atlassian where the Software may be purchased or accessed.

"Feature Release" means a new version of the Software that increments the first (X) or second number (Y) in the standard "X.Y.Z" versioning format, distinguishing it from standard bug fixes or security patches.

"Order" means the applicable ordering document, online checkout process, or subscription flow that specifies the Software purchased, the applicable fees, the Subscription Term, and the capacity limits.

"Platform" means any third-party software environment (such as Atlassian Confluence or Jira) through which the Software is installed, integrated or deployed.

"Reseller" means a third-party entity formally authorized by the Company, or authorized by a Platform, to resell subscriptions to the Software.

"Software" means the proprietary downloadable computer programs (logiciels) and ancillary tools developed and owned by the Company.

"Subscription Term" means the specific duration of Customer's access to the Software as set forth in the applicable Order.

"User" means any individual authorized by Customer to access and use the Software, subject to the user limits defined in the applicable Order.

12. Contact Information

If you have any questions about this Agreement, please contact the Company through our official support website.

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