Date 11/2025

Introduction

The following terms (hereinafter as Agreement) apply to the contractual relationship between kencha Software UG, Rheinallee 38, 65439 Flörsheim am Main, Germany (hereinafter: kencha) and the acquirer of the software (hereinafter: Buyer), for the initial license under clause 1 (1) for the kencha Atlassian Apps (hereinafter: Software).

The following terms apply to the contractual relationship between the kencha (Vendor) and the acquirer of a sub-license to use the Software (hereinafter: Buyer) on the Atlassian Marketplace (hereinafter: License).

If the Buyer accesses the Software made available on the Atlassian Marketplace via a telecommunications connection, the Buyer is responsible for the data generated through use of the Software and/or the data required to use the Software, including the applicable and necessary Software licenses. The offer to access and license the Software is directed exclusively to legal entities governed by public law, special funds governed by public law, or entrepreneurs.

This agreement (the “Agreement”) governs the terms under which the Software is licensed to and may be used by the Buyer. The term “Buyer” includes the Buyer’s employees, agents, affiliated companies within the meaning of § 15 AktG (German Stock Corporation Act), and subcontractors. This Agreement becomes effective when the Buyer first downloads, installs, or uses the Software, whichever occurs first. Use of the Software and the Products requires a valid and current license key or an active subscription. If the Buyer does not agree to the terms of this Agreement, the Buyer must not download, install, use the Software, or access any related services.

The Software is protected under German copyright law (§§ 69a et seq. UrhG). All copyrights relating to the Software are governed by this Agreement. Any rights to use the Software are subject to the terms of this Agreement as well as the Atlassian Cloud Terms of Service.

Any conflicting, differing, or additional terms proposed by the Buyer shall not form part of the contract unless kencha has expressly agreed to them in writing form.

This preamble and the provisions set out therein form an integral part of this Agreement.

1. Object of Agreement

1.1 This Agreement covers the Buyer’s rights to use the Software and the maintenance services provided by kencha. An overview of the software that kencha offers can be found at https://marketplace.atlassian.com/vendors/1220397/kencha-software

1.2 Services related to the Software are primarily provided within the Atlassian Cloud environment (“Atlassian Cloud”). kencha does not have direct access to the Buyer’s data, except for limited and temporary access where necessary to provide the Cloud Services. This data includes all content created, edited, stored, or otherwise generated by the Buyer through use of the Software in the Atlassian Cloud (“Application Data”). Access to such data may be possible only for technical personnel responsible for operating the service and solely for the purpose of providing the Cloud Services. kencha has no control over the Atlassian Cloud. For information regarding core functionalities, reference is made to the Atlassian Cloud Terms of Service.

1.3 This Agreement applies to the most current version of the Software for the entire duration of the Agreement.

1.4 Services such as installation, onboarding, training, customization of the Software, or any other additional services are not included in this Agreement. Any such services offered by kencha must be agreed upon separately in writing.

2. Grant of Use Rights, Permitted Multiple Use and Use within Networks 

2.1 kencha grants the Buyer a non-exclusive, non-transferable license to use the Software obtained from an approved source for the duration of this Agreement, in accordance with the license specifically purchased by the Buyer and the terms of this EULA (collectively, the “Usage Rights”). For the purposes of this Agreement, “Cloud Service” means that kencha hosts the Software, or parts thereof, as software-as-a-service for the Buyer. This Cloud Service constitutes a vendor-provided cloud service and is distinct from the cloud services offered by Atlassian. Atlassian’s cloud services are expressly identified as such in this Agreement.

2.2 The Usage Rights may be exercised only by the maximum number of users for whom the Buyer holds valid licenses for Atlassian software products, such as Confluence, Jira or others.

2.3 The Software may not be made available to more users than contractually agreed. If the number of users exceeds the agreed limit, the Buyer must purchase a license package for a higher number of users. The Buyer agrees to pay the applicable price difference by completing an upgrade transaction through the Atlassian Marketplace.

2.4 All Application Data remains stored, at rest, within the Atlassian Cloud. The availability of the Software is governed by Atlassian’s applicable availability standards.

2.5 All Application Data remains, at rest, on Servers controlled by Atlassian with the Atlassian Cloud Infrastructure.

2.6 In most cases, the point of interconnection for the Software and the Application Data is the user’s web browser. kencha is neither responsible nor liable for the quality or suitability of the hardware, software, or telecommunications connections used by the Buyer up to the point of interconnection. In particular, the Buyer is required to use current versions of major web browsers and, at a minimum, those browsers supported by Atlassian for its core products.

2.7 The Buyer shall take appropriate measures to prevent unauthorized access to the Software by third parties. The Buyer’s license key must be stored securely and protected against unauthorized access. The Buyer shall ensure that its employees comply with the terms of this Agreement and with applicable copyright laws (duty of care).

3. Term 

The Buyer may select the term of the Agreement on the Atlassian Marketplace based on the options available there. The Agreement will automatically renew for a period equal to the initially selected term unless either party terminates it at the end of the current term (“Term”). The right of either party to terminate the Agreement for good cause remains unaffected. Termination can be effected by clicking the “Unsubscribe” button for this Software within the administration section of the base Software.

Initially, the Buyer is entitled to a free trial of the Software for 30 days (subject to change by Atlassian). During this trial period, kencha is not obligated to provide support or maintenance services, and kencha’s liability is excluded to the extent permitted by law.

4. Right of Ownership 

4.1 The Buyer acquires no rights or permissions beyond the license granted under this Agreement to use the Software for the Term. In particular, the Buyer does not obtain ownership of marketing materials, the Software or any electronic media, intellectual property rights, methodologies, strategies, research, or designs. kencha reserves the right to freely use any programming tools, skills, content, methodologies, strategies, and techniques developed or applied in the performance of its obligations under this license.

4.2 Ownership of Application Data created using the Software remains with the author of that content.

5. Cloud Services 

The Buyer shall not intentionally interfere with other customers’ access to or use of the Cloud Service, nor compromise its security. The Buyer must not engage in or facilitate any actions that could disrupt the Cloud Service, including denial-of-service attacks, unauthorized access, penetration testing, crawling, or distribution of malware. The Buyer shall avoid creating unusual spikes or increases in usage that could negatively impact the operation of the Cloud Service and shall not submit any information that is not permitted by the current applicable Documentation.

6. Restrictions on Resale, Assignment and Sublicensing 

The Buyer is not permitted to assign, sell, rent, lease, sublicense, relicense, or otherwise transfer the Software. In particular, the Buyer may not grant access to the Software to any third parties except as expressly allowed under the terms of the Atlassian Marketplace. The Buyer must take all necessary measures to ensure that unauthorized third parties cannot access the Software or the Application Data.

7. Maintenance Services for the License Period

7.1. kencha provides the following services to the Buyer free of charge for the Software during the Term:

1. The Buyer will receive Software updates as defined by Atlassian whenever updates are released by kencha.
   
    
2. The Buyer will have access to technical support for troubleshooting and error resolution (hereinafter “Software Maintenance”) in accordance with clause 9.1, during the support hours specified in clause 10.3, and via the support channels listed in clause 8.

Full details of these services are provided in clauses 12, 13, and 14. kencha may, at its discretion, engage third parties to provide these services.

8. Support Channels

8.1 Support channels provided by kencha Software are limited to:

• Public Documentation
• Public Helpdesk
• Support E-Mail

Included Support Services: Specified in Paragraph (B), clause 10

8.2 kencha endeavours to be easily available during the support hours set out in paragraph 10.3 below, via email, chat, Atlassian forums, kencha’s forums, social media, and other channels. However, availability is at the discretion of kencha.

9. Included Services 

9.1 The following support services are provided exclusively by kencha:

• Investigation of software issues, which may include remote access (e.g., remote desktop sharing) with the Buyer present (troubleshooting);
  
   
• Analysis of errors and identification of the underlying causes of reported problems (root cause analysis);
   
• Support for interoperability issues with other software available on the Atlassian Marketplace.
   

These services are provided as described above. kencha is not obligated to provide any additional services, including installation, customization, programming, consulting, or training. If kencha offers such services, they must be separately agreed upon in writing and paid for by the Buyer.

9.2 kencha is responsible for addressing and solving documented, reproducible errors in the Software (support services) using qualified personnel and in accordance with generally accepted industry standards. kencha does not guarantee that errors will be successfully resolved and assumes no liability in this regard. For the purposes of this Agreement, an “error” is a material deviation between the Software’s functionality and its Documentation, reported by the Buyer and not caused by user error. Issues that cannot be reproduced by kencha are not considered errors. The non-compliance must result in a permanent and significant loss of functionality. In such cases, the parties shall make reasonable efforts to agree on the appropriate corrective action, which may be determined jointly between the Buyer and kencha.

9.3 kencha is exempt from the obligation to provide support services to the Buyer, without affecting the Buyer’s obligation to pay the agreed purchase price, in particular in the following cases:

• Disruptions caused by force majeure or similar circumstances;
• Hardware defects;
• Use of the Software on hardware or operating system environments other than those specified in the user documentation;
• Errors caused by unauthorized use of the Software or incorrect operation, unless the Software is used in accordance with the user documentation;
• Errors resulting from unauthorized modifications or alterations to the Software;
• Alterations to the Software performed by technicians outside of kencha without kencha’s prior written consent;
• Alterations to the Software made by the Buyer in breach of this Agreement;
• Failure to install the current or previous Software versions or delivered error solutions, unless the delivered versions or error solutions are themselves faulty;
• Errors in Software versions released more than 18 months prior to the error being reported, or, for versions subject to Atlassian’s “Release Track” policies, errors in versions withheld by the Buyer according to those policies;
• Software provided by the developer that is: (a) no longer maintained or supported (end-of-life); (b) intended for testing and therefore unfinished (beta version); (c) a final test release (release candidate); or (d) a development version (development release).

Any support services offered by kencha in such cases must be separately agreed upon in writing and paid for by the Buyer.

9.4 The Buyer shall implement appropriate data backup measures to ensure that all recoverable data is stored in a machine-readable format and can be restored with minimal effort.

10. Error Reporting, Obligation to Cooperate, and Support Hours 

10.1 The Buyer has an obligation to immediately report any errors that arise while using the software, with a detailed description of the issue, through the support channels provided in Paragraph (B) clause 8.

10.2 To ensure the successful execution of the support services, the Buyer is required to fully and punctually cooperate with kencha Software. The obligation to cooperate includes the following:

1. Compliance with all applicable laws and regulations, including the prohibition of transferring data or content that violates any legal provisions or infringes third-party property rights, copyrights or other rights;
2. Providing all relevant documentation, log files, and other information without delay when reporting an error;
3. Only transmitting data free from computer viruses or other harmful code;
4. Not using any software, technologies, or procedures that could adversely affect the operation, security, or availability of the software.

10.3 kencha Software is available to receive error reports during support hours on workdays from 09:00 to 17:00 (CET/CEST), which include Monday to Friday except for public holidays in the state of Hessen, Germany, and 24 December and 31 December.  kencha reserves the right to change support times as needed.

10.4 Processing of support cases, including response and resolution times specified in Paragraph clauses 12 and 13, will be carried out during the support hours outlined in Paragraph clause 10 (3).

11. Error Classification Levels 

11.1 When error reports are received, support cases will be processed within the response and resolution times specified in Paragraph clauses 12 and 13. The response and resolution times are dependent on the classification level of the error, and the following error classification levels apply:

• Priority 1: Critical error. The software cannot be used or is significantly limited, and no functional workaround can be found.
• Priority 2: Other disturbances. Any other problems with the software.

11.2 kencha Software is committed to resolving all support cases promptly. Priority 1 errors will always be given priority over priority 2 errors, regardless of when they were reported in the support system.

12. Response Time 

12.1 Upon receiving a report of an error within the agreed support hours, the response time is the duration between the receipt of the support request and the first action taken by kencha Software. If a report is received outside of the agreed support hours, the response time begins at the start of the next support period.

12.2 kencha Software aims to provide the following response times depending on the error level:

• Priority 1 & 2: 1 Business Days

12.3 The stated response times are kencha Software's goal, and while they will strive to meet these times, they do not guarantee compliance. Non-compliance with the response times does not give the Buyer the right to reduce the price, claim reimbursement, terminate, or seek compensation.

12.4 For international customers, although the guaranteed service hours are based on European time, kencha Software offers support internationally with fast response rates.

13. Resolution Time 

13.1 The resolution time refers to the maximum duration until an error is resolved or a workaround is implemented, starting from the beginning of work on a support case.

13.2 Depending on the error classification levels, kencha Software aims to achieve the following resolution times:

• Priority 1: 2 Business Days
• Priority 2: 5 Business Days

13.3 Clause 13 (3) applies accordingly, meaning that kencha Software does not guarantee compliance with the stated resolution times and any non-compliance does not entitle the Buyer to reduce the price, claim for reimbursement, terminate the contract or seek any other form of compensation.

14. Limitation of liability

kencha liability for damages arising from this contract, for any legal or factual reasons, is subject to the following provisions:

1. kencha Software shall be liable without limitation in the case of willful intent, gross negligence, or claims under the German Product Liability Act.
2. In cases where kencha Software has culpably breached a material contractual obligation, liability per calendar year shall be limited to foreseeable damages at the time of contract conclusion, up to a total amount for all damages per calendar year that corresponds to 100% of the purchase price paid by the Buyer in that calendar year, provided that the Buyer can demonstrate the damage. A material contractual obligation is one that is crucial to the proper performance of the contract and upon which the Buyer relied and could reasonably expect to be fulfilled. This limitation of liability also applies to data loss and data corruption.
3. Liability for negligent breach of non-material contractual obligations is excluded.
4. kencha shall indemnify and hold the Buyer harmless against any claim, suit, or proceeding arising from allegations that kencha has infringed, or is infringing, any third party’s trademark, copyright, patent, or other intellectual property rights in connection with kencha Software. kencha’s maximum liability for such claims is limited as set forth in paragraph 2.
5. kencha shall not be liable for the loss of Application Data to the extent that such loss results from the Buyer’s failure to perform adequate data backups, which would allow the Buyer to restore lost data with reasonable effort. The Buyer shall indemnify and hold kencha harmless against any claim, suit, or proceeding arising from (i) the Buyer’s breach of applicable data protection laws, or (ii) any infringement of intellectual property rights by the Buyer.

Furthermore, kencha Software agrees to indemnify and hold the Buyer harmless from any claims, suits, or proceedings based on a claim that the kencha Software software infringes any third party's intellectual property rights, including trademarks, copyrights, and patents. The maximum amount of damages for which kencha Software is liable in such cases is subject to the same limitation as described in the previous paragraph.

15. Payment Obligations 

All costs for the Software are specified in the Atlassian Marketplace. The Buyer purchases and pays for the Software directly through the Atlassian Marketplace, unless the Buyer engages an Atlassian Solution Partner.

16. Covenants 

16.1 kencha guarantees that the Software will conform to the quality standards defined in this Agreement for the duration of the Term.

16.2 No further warranties are given. All other conditions, warranties, or terms—whether statutory, implied by law, common law, or otherwise—are expressly excluded, including any implied warranties regarding satisfactory quality, fitness for a particular purpose, or the exercise of reasonable skill and care.

16.3 Any warranty claims must be made within one year from the date the Software is provided by kencha, after which they shall become time-barred.

17. Contract Termination & Expiry

17.1 kencha is entitled to terminate its obligation to provide Software Maintenance without notice, in particular, if the Buyer breaches any of its obligations under this Agreement and, despite a reasonable grace period accompanied by a warning of rejection, fails to remedy the breach or demonstrate that appropriate measures have been taken to prevent a recurrence of the breach.

17.2 The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected.

18. Compliance with Export and Import Laws 

The license and any services provided under this Agreement may be subject to export and import restrictions in certain jurisdictions. The Buyer shall fully comply with all applicable export and import control laws and regulations. The obligations of kencha under this Agreement are expressly contingent upon there being no legal or regulatory barriers, including national or international export or import laws or any other statutory provisions, that would prevent or restrict the performance of this Agreement.

19. Final Provisions 

19.1 kencha shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused, directly or indirectly, by events beyond its reasonable control, including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, epidemics, pandemics, outbreaks of infectious disease, quarantines, national or regional emergencies, civil or military disturbances, nuclear or natural disasters, acts of God, or interruptions, loss, or malfunctions of utilities, communications, or computer systems (software or hardware) (“Force Majeure”). kencha shall, however, use commercially reasonable efforts consistent with accepted practices in the software industry to resume performance as soon as practicable under the circumstances.

19.2 This Agreement contains the entire understanding and agreement between the parties.

19.3 This Agreement shall be governed by the laws of Germany, and the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Frankfurt am Main, Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

19.4 Should any provision of this Agreement be or become invalid, all remaining provisions shall remain in full force and effect. Any invalid provision shall be replaced by a valid provision that reflects, as closely as possible, the original economic intent and purpose of the parties at the time of entering into this Agreement.