END USER LICENSE AGREEMENT (EULA)

1. License Grant Licensor hereby grants Licensee a non-exclusive, non-transferable, revocable, subscription-based license to use the Software solely for Licensee’s internal business operations. Each subscription covers one customization package applicable to one Acumatica instance and one Jira instance. This license is time-limited and valid for one (1) year from the date of purchase.
2. Restrictions Licensee shall not: a. Copy, modify, adapt, translate, create derivative works of, or distribute the Software; b. Reverse engineer, decompile, disassemble, or attempt to derive the source code; c. Rent, lease, sell, sublicense, assign, or transfer rights to the Software; d. Remove proprietary notices or labels; e. Share the Acumatica package with others without explicit written permission from Licensor; f. Use the Software in violation of applicable laws or regulations.
3. Ownership The Software is licensed, not sold. Licensor retains all rights, title, and interest, including all intellectual property rights, in and to the Software. No rights other than those explicitly granted herein are provided.
4. Integration and Use The Software integrates Acumatica Cloud ERP and Jira, enabling synchronization of projects, tasks, and employee work logs for internal reporting, utilization monitoring, and billing. Licensee is responsible for configuring access, data synchronization, user mapping, and preferences in accordance with provided documentation.
5. Data Handling and Security The Software processes data within Licensee’s own Jira and Acumatica instances. Licensor does not store any personal information. Licensee is responsible for the accuracy, security, and legality of all data processed through the Software. Licensor ensures secure data transmission via HTTPS protocols and industry-standard security measures but shall not be liable for unauthorized access resulting from Licensee’s negligence or misconfiguration.
6. Support and Maintenance Licensor provides support for bug fixes for one (1) year from the initial purchase date. Licensor guarantees a response within 24 business hours. Software updates are optional and limited to two (2) updates per year. After the initial year, continued support and maintenance require license renewal.
7. Indemnification Licensee agrees to indemnify, defend, and hold harmless AcuPower LTD against any third-party claims, including intellectual property infringement claims, resulting from Licensee’s specific configurations, data use, or breach of this Agreement.
8. Audit Rights Licensee may request audits to verify compliance with this Agreement. Such audits must be coordinated in advance and are at Licensee’s expense.
9. Term and Termination This Agreement is effective upon acceptance and remains valid for one (1) year from the purchase date. Licensee may terminate this Agreement at any time by uninstalling and ceasing all Software use. Licensor may terminate this Agreement immediately, without prior notice, upon Licensee's breach. Upon termination, Licensee must cease all use and destroy all copies of the Software.
10. Disclaimer of Warranty The Software is provided "AS IS," without any warranties. Licensor explicitly disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability Licensor shall not be liable for any indirect, incidental, special, consequential, punitive damages, or loss of data, revenue, or profits arising from Licensee's use or inability to use the Software. AcuPower LTD is not responsible for damage or third-party claims resulting from Licensee’s use of the Software.
12. Indemnification Licensee agrees to indemnify, defend, and hold harmless Licensor from any third-party claims, liabilities, or expenses arising from or related to Licensee’s misuse or configuration of the Software.
13. Modifications to the Agreement Licensor reserves the right to modify this Agreement at any time and will notify Licensee of changes via email. Continued use of the Software after notification constitutes acceptance of updated terms.
14. Dispute Resolution The parties agree to first attempt resolution through mediation before pursuing any further legal action. Mediation shall be conducted by a reputable mediation service agreed upon by both parties in the United Kingdom.
15. Governing Law This Agreement shall be governed by and construed according to the laws of the United Kingdom. Disputes arising under or related to this Agreement shall be subject exclusively to the jurisdiction of UK courts.
16. Entire Agreement This Agreement constitutes the entire understanding between the parties regarding the Software and supersedes all previous agreements, representations, or understandings, written or oral.