This End-User License Agreement ("Agreement") is a legal agreement between Optimizory Technologies Private Limited, incorporated under the laws of India, having its principal place of business at [1st Floor, 4831/24, Govind Lane, Ansari Road, Darya Ganj, New Delhi 110002, INDIA] ("Optimizory", "we", "us", "our"), and you, either an individual or a legal entity ("you", "your", "Customer").
By installing, accessing, or using any of our products or services offered through Atlassian Marketplace, monday.com | The AI work platform Marketplace, or any other supported platform (each a "Platform"), you agree to be bound by the terms of this Agreement.
For the purposes of this Agreement, the following terms have the meanings set out below:
"Accessible Code" means any portion of the Software that is delivered in source code form and is not protected or obfuscated.
"Agreement" or "EULA" refers to this End-User License Agreement, including all referenced policies, amendments, and Orders.
"Authorized User" means any individual who is permitted to access and use the Product under a valid license granted to the Licensee.
"Evaluation Period" means the limited period during which the Software may be used solely for evaluation purposes, typically before purchase.
"Fees" means all charges payable by the Licensee for licensing the Software, subscribing to Hosted Services, or accessing Maintenance, as specified in the applicable Order or Invoice.
"Hosted Services" refers to any cloud-hosted, web-based, or externally managed version of Optimizory Products made available on platforms such as Atlassian Cloud, monday.com | The AI work platform , or hosted directly by Optimizory.
"Instance" means a single deployed installation or hosted copy of the Software or Product.
"Licensee" means the legal entity or individual who has obtained the rights to use the Product under this Agreement.
"Maintenance" means support services, including bug fixes, updates, enhancements, and technical support provided by Optimizory for the licensed Software.
"No-Charge Products" means Products or services provided free of charge, including beta versions, trial Software, evaluation licenses, and any other Products designated as "free” “trial” or “beta”
"Optimizory" means Optimizory Technologies Private Limited, the licensor of the Products under this Agreement.
"Order" means the formal record of purchase or subscription, whether made via a marketplace (such as Atlassian Marketplace or monday.com | The AI work platform ) or directly with Optimizory.
"Product" or "Software" means any software product, application, add-on, plug-in, module, tool, or hosted service developed by Optimizory, whether licensed, trialed, or evaluated under this Agreement.
"Subscription Term" means the duration of access granted to the Product under a subscription model, as specified in the Order.
"User License" means the right granted to a Licensee to allow one Authorised User to access and use the Product.
This Agreement applies to your use of Products and any related support or maintenance services provided by Optimizory.
It governs:
This Agreement does not cover:
This Agreement governs Optimizory’s commercially available and, in some cases, downloadable software products and services ("Software"), as well as cloud-based offerings and web applications ("Hosted Services"), and any related support or maintenance services provided by Optimizory.
Software and Hosted Services (as further described below) are collectively referred to as “Products.”
Please note: some elements of Software may be embedded within Hosted Services and vice versa. In such cases, all relevant terms of this Agreement apply to both components.
Software includes products made available as downloadable packages or deployed components. These may consist of:
These products are designed to be installed and run within the Customer's own infrastructure (either on-premise or managed environments).
Hosted Services are Products provided through cloud-based environments and include:
Optimizory also offers standalone software products that are not dependent on third-party marketplace platforms. This includes:
vREST – an API automation and testing tool provided directly by Optimizory. vREST may be made available as:
These products are governed by the terms of this Agreement, as well as any product-specific terms presented at the time of purchase, access, or deployment.
"Order" means any online order form, invoice, subscription confirmation, or ordering document issued by Optimizory, or by a third-party platform or marketplace (including, for example, the Atlassian Marketplace or monday.com | The AI work platform Marketplace), that describes the Products, services, and applicable license terms you are purchasing, accessing, or subscribing to.
Depending on the context, an Order may specify:
For Orders placed via third-party platforms, including Atlassian and monday.com | The AI work platform , such platforms’ billing systems and terms may apply. In the event of a conflict between this Agreement and a Marketplace’s terms for billing, usage limits, or renewal, the terms of the respective platform will prevail for those aspects only.
To access or use Optimizory Products, you may be required to hold an active account with the relevant third-party platform, including but not limited to:
These accounts are managed and authenticated by their respective platform providers, and your access to the Products through them is subject to the terms and privacy policies of those providers.
Optimizory does not create or manage these platform accounts on your behalf.
For use of vREST, you are required to register directly by creating a vREST user account.
You must provide accurate, current, and complete information when registering, and promptly update any changes. You are solely responsible for:
Optimizory may, at its discretion, suspend or terminate your account in case of suspected unauthorized activity, misuse, or violation of this Agreement.
Only individuals for whom you have paid the required fees and assigned access (“Authorized Users”) may use the Products. These may include your employees, contractors, or agents working on your behalf.
You may increase the number of Authorized Users by placing a new Order or, where supported, upgrading within the Product. You are responsible for ensuring that all Authorized Users comply with this Agreement and use the Product only within the licensed scope.
Optimizory Products run on platforms like Atlassian or monday.com | The AI work platform . Your access to these Products is subject to the terms of those platforms.
Authorized usage limits (e.g., user count) must not exceed what is allowed under your platform subscription. In case of conflict, the platform’s terms take precedence.
Some Products may connect to third-party services or APIs. You are responsible for accepting and complying with those third-party terms.
Optimizory is not liable for the availability, security, or functionality of external services or APIs you choose to integrate.
The following terms apply to Optimizory’s downloadable software products, including Jira Server/Data Center apps and standalone tools like vREST Desktop. These do not apply to cloud-hosted services.
Subject to this Agreement, Optimizory grants you a non-exclusive, non-sublicensable, and non-transferable license to install and use the Software during the applicable License Term, as specified in your Order.
Unless your Order states otherwise, each Software license allows you to install one production instance on infrastructure owned or managed by you (or your service provider, if you remain responsible for their compliance).
Evaluation or trial licenses, if provided, are governed by the terms outlined in the No-Charge Products section (see Section 13).
You are responsible for ensuring that your hardware and software environment meets the necessary system requirements to install and run the Software. Optimizory is not liable for performance or compatibility issues caused by unsupported systems.
The following terms apply to Optimizory’s hosted/cloud-based Products, including apps for Atlassian Cloud, monday.com | The AI work platform , and the hosted version of vREST.
Subject to this Agreement and your Order, Optimizory grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term. Usage is limited to the number of users and scope defined in your Order.
Hosted Services are cloud-based and subject to periodic updates or changes without notice.
Hosted Services are provided on a subscription basis, as defined in your Order. If not specified, the default term is 30 days.
Unless canceled in writing 30 days prior to renewal, subscriptions automatically renew for the same term and scope, and you will be charged the then-current rate. No refunds will be issued for unused time.
Trial access to Hosted Services is governed by the No-Charge Products section(refer section 13).
You are responsible for ensuring all Authorized Users maintain the confidentiality of login credentials and do not share them. Credentials must be tied to named individuals. You agree to notify Optimizory immediately of any unauthorized access.
“Your Data” includes any content, configurations, or metadata you input into the Hosted Services. You retain ownership of it. Optimizory is granted a limited, non-exclusive license to use Your Data only to operate, maintain, and support the services. We may access your environment for support-related troubleshooting.
“Generated Content” includes outputs from the Hosted Services, including those using AI. Optimizory does not guarantee the accuracy or legality of such content and is not liable for its use.
Optimizory follows standard security practices to protect Your Data. However, data transmission over external networks (e.g., internet) is inherently insecure. Optimizory is not liable for interception, loss, or alteration of data outside its direct control.
Hosted Services may include data or file storage limitations, documented in the Product description. We reserve the right to update such limits with 30 days’ notice if they materially change the terms of your Order.
To ensure consistent service for all users, the following Fair Use Policy applies to Hosted Services:
Examples of usage considered excessive include (but are not limited to):
If Optimizory determines that your usage exceeds fair limits:
You are solely responsible for all data, content, and configurations that you or your users provide, use, store, or transmit when using the Products.
For most Optimizory Products, Your Data remains entirely within your system or within the host platform environment (e.g., Atlassian or monday.com | The AI work platform ). Optimizory does not access, store, or process this data externally, except where explicitly disclosed.
For Products where data is stored or processed externally (e.g., in AWS-hosted infrastructure for specific cloud services), Optimizory will apply commercially reasonable security practices as described in its Privacy Policy.
You represent and warrant that:
Optimizory assumes no responsibility for Your Data. You are solely liable for any consequences of submitting, managing, or integrating such data through the Products.
Where you provide access credentials (e.g., API keys or tokens) for third-party services, you do so at your own risk. Optimizory is not liable for the usage, cost, or behavior of third-party services accessed via your credentials.
You must not use the Hosted Services to collect, transmit, or store:
Collectively, the above are referred to as “Sensitive Data”. Optimizory’s Hosted Services are not HIPAA-compliant, and we are not your Business Associate or Subcontractor under HIPAA.
Optimizory has no liability for any Sensitive Data submitted in violation of this clause.
You agree to defend, indemnify, and hold harmless Optimizory against any claims, liabilities, or damages (including legal fees) arising from Your Data or your use of the Products, including but not limited to:
Optimizory does not monitor or control Your Data. However, if we determine that your use of the Products violates this Agreement, endangers system integrity, or affects other users:
You remain liable for fees during any suspension.
Optimizory shall not be liable for any data deletion or suspension actions taken in accordance with this section.
For cloud-based Products where Optimizory stores Your Data, we may delete such data within a reasonable period following the end of your Subscription Term, unless otherwise required by law or agreed in writing.
Optimizory will provide Support and Maintenance services for its Products during the active subscription or license period, subject to the scope specified in your Order and/or applicable product documentation.
Support includes:
You agree to provide reasonable access to your environments, system logs, or other necessary technical details (including your Software instance, if applicable), as may be required to diagnose and resolve support issues. Failure to provide this access may excuse Optimizory from further support obligations until access is granted.
This Agreement applies to all updates, patches, enhancements, and add-on components (“Supplementary Software”) provided after your initial acquisition of the Product, unless such components are governed by separate terms.
Supplementary Software may include:
Optimizory reserves the right to modify or discontinue Internet-based features or integrations that rely on third-party services or host platforms (e.g., Atlassian, monday.com | The AI work platform ) at any time.
Any support services not included under your existing license—such as custom integrations, priority response SLAs, or on-premise assistance—may be subject to additional fees and will be outlined separately in a custom agreement or quote.
You must pay all fees as per the Order or marketplace listing. Payments are due within 30 days of the invoice unless stated otherwise.
For Atlassian and monday.com | The AI work platform apps, access or license keys are delivered electronically after payment. You are responsible for installation or activation.
If your app usage exceeds the allowed limits (e.g., number of users), your subscription may automatically upgrade to the appropriate tier after a short grace period. Notifications will be sent to your billing or technical contact prior to the upgrade. You’ll be charged a prorated amount for the upgraded tier for the remainder of the current term. If usage is reduced within the grace period, auto-upgrade can be avoided, or a credit may apply toward future charges.
Downgrades take effect at the end of your current billing cycle. No refunds are issued for downgrades mid-cycle. If usage exceeds limits during the downgrade period, additional charges may apply based on the higher-tier pricing. For further details, please refer to the Atlassian support.
If your account exceeds the user limit, it will auto-upgrade to the next tier after 5 days, with three email warnings sent to the admin. You’ll be charged a prorated amount for the new plan. If you remove users in time, you can avoid the upgrade or receive a credit for any unused time if you downgrade. For more details, visit the monday.com | The AI work platform Support page
For downgrades, changes take effect at the end of the current billing cycle with no refunds. If user limits are exceeded before the downgrade starts, charges will apply based on the current plan. For more details, visit the monday.com | The AI work platform Support page
If your vREST usage exceeds the limits of your current subscription tier, charges may apply based on actual usage. Prior to this, email notification(s) will be sent to the registered admin contact. You can avoid additional charges by adjusting your usage within the notified period.
Downgrades take effect at the end of the current billing cycle. No refunds are issued for the unused portion of the current cycle. If usage exceeds the limits of the downgraded plan before the change takes effect, charges will continue based on the current plan. For assistance or more details, contact support@vrest.io
Refunds for Optimizory Products are available only within 30 days of the original purchase date unless otherwise specified in your Order or required by the platform (e.g., Atlassian Marketplace or monday.com | The AI work platform ).
All refund-related limitations and conditions are governed by Clause 20.3 (Refunds and Limitation of Refund Liability).
All fees and payments for Optimizory Products under this Agreement are exclusive of any taxes, duties, levies, or similar governmental charges that may be applicable in your jurisdiction.
If any such taxes (including but not limited to GST, VAT, sales tax, or withholding tax) are applicable to your use or purchase of the Products:
If you are exempt from paying certain taxes, you must provide a valid exemption certificate or documentation at the time of purchase or before invoicing. Optimizory will make reasonable efforts to assist you in obtaining any applicable refund or credit from relevant tax authorities, but the responsibility remains with you.
You must not use, or permit others to use, any Optimizory Product for malicious, harmful, or unlawful purposes ("Malicious Use"). Malicious Use includes, but is not limited to:
You agree to defend, indemnify, and hold harmless Optimizory against any claims, losses, damages, penalties, or legal expenses arising from your Malicious Use or your allowance of such use by others.
Optimizory may immediately suspend or terminate your access to the Product if we determine, acting reasonably, that you or your users have engaged in Malicious Use. In such cases, no refunds will be issued, and you will remain liable for any damages caused.
Optimizory may provide certain Products at no cost, including evaluation licenses, free trials, or Beta Versions (“No-Charge Products”).
The export of the Software from the country of original purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
All Optimizory Products are licensed, not sold. No ownership rights are transferred to you, regardless of any use of terms like "purchase" or "sale".
Optimizory and its licensors retain all right, title, and interest, including all intellectual property rights, in and to:
You may choose to share suggestions, ideas, or improvements related to the Products ("Feedback"). Optimizory may use this Feedback freely—without obligation or restriction—for any purpose, including developing and improving its Products and services.
Optimizory reserves the right to identify your organization as a customer in promotional materials or on its website. You may opt out at any time by submitting a written request via our Contact page. We will never identify individual users.
Each party ("Receiving Party") agrees to keep all non-public information disclosed by the other party (“Disclosing Party”) confidential, including technical, financial, business, or operational information (“Confidential Information”) that:
All Optimizory technology, code, and performance data relating to its Products is considered Optimizory Confidential Information, even if not specifically labeled.
The Receiving Party may use confidential information only as needed to fulfill its obligations under this Agreement, and shall not disclose it to third parties without the Disclosing Party’s prior written consent.
The obligations above do not apply to information the Receiving Party can prove:
Disclosure is also permitted if required by law, regulation, or court order, provided the Receiving Party:
If someone wrongly shares or uses private information, it can cause serious damage. In that case, Optimizory can ask the court to quickly stop it (like with a legal order) and take other legal steps too.
Without prejudice to any other rights and in addition to any other termination rights in this EULA, Optimizory may terminate this EULA if the Licensee fails to comply with the terms and conditions of this EULA. Immediately upon termination of a license granted under this EULA, the Licensee must at its own cost: (a) cease permitting access to and ensure that all Authorised Users immediately cease all use of the Software; and (b) remove all copies of the Software from its computer systems or any Uncontrolled Systems; (c) provide Optimizory with written certification that it has destroyed all copies of the Software including all Accessible Code in its possession, custody or control.
The decommissioning of the Software by the Licensee will have, as a consequence, the termination of this EULA between Optimizory and the Licensee.
Each party warrants that it has the legal authority to enter into this Agreement. If you are an entity, the individual accepting this Agreement must have authority to bind your organization.
All Optimizory Products are provided “as is”. To the maximum extent permitted by law, Optimizory and its third-party suppliers disclaim all warranties—express, implied, or statutory—including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not guarantee that the Products will be error-free, continuously available, compatible with all systems or that all defects will be corrected. We also do not warrant that data will always be preserved or free from corruption, or that Hosted Services will be free of viruses or harmful code. Any statutory warranties that cannot be excluded will apply only for the minimum duration required by law.
Optimizory will take reasonable steps to ensure that Software, when delivered, is free from known viruses or malicious code. If this warranty is breached, your exclusive remedy will be to receive a replacement copy of the Software or, at our discretion, a refund of the amount paid (check refund section 20).
The Licensee may have remedies under applicable law that cannot be excluded. Where such remedies apply, Optimizory’s liability (or that of its third-party suppliers) is limited, at Optimizory's discretion, to:
(i) in the case of Software: repairing or replacing the Software, or covering the cost of such repair or replacement;
(ii) in the case of Maintenance services: re-supplying the services, or covering the cost of such re-supply.
If these remedies are not applicable, then liability is limited to the actual damages incurred by the Licensee up to the amount paid for the Software or services during the preceding financial year from the date the issue was reported.
To the maximum extent permitted by law, and except where stated otherwise in this Agreement, the total cumulative liability of Optimizory and its third-party suppliers under any provision of this Agreement shall be limited to the actual damages you incur in reasonable reliance on the Software or services, up to the amount you paid to Optimizory for the Product during the financial year in which the claim arose.
If any refund is applicable under this Agreement, the refund will be limited to the amount actually paid by you to Optimizory for the specific Product during the financial year in which the issue giving rise to the refund occurred. Optimizory will not be liable to refund any amount exceeding the total fees paid for that Product in the same financial year.
To the fullest extent permitted by applicable law, Optimizory and its third-party suppliers shall not be liable for any special, incidental, punitive, indirect, or consequential damages, including but not limited to loss of data, loss of profits or revenue, loss of business opportunity, interruption of business, anticipated savings, or reputational damage—arising from or related to the use of or inability to use the Software or services, even if advised of the possibility of such damages.
These limitations do not apply to: your payment obligations under any Order; either party’s express indemnification obligations; your breach of the "Restrictions" section; liability that cannot be excluded under applicable law; or Optimizory’s liability for proven infringement of third-party intellectual property rights.
Liability for third-party software, content, or services integrated with or bundled into Optimizory Products will not exceed the liability of the respective third-party provider to Optimizory.
The limitations and exclusions of liability set out in this section shall survive termination or expiration of this Agreement and will remain enforceable even if any limited remedy fails of its essential purpose.
This Agreement shall be governed by and construed in accordance with the laws of India, with jurisdiction specifically vested in the courts of New Delhi.
If any dispute arises in connection with this Agreement, the parties shall first make reasonable efforts to resolve it through good faith negotiations. If the dispute is not resolved within sixty (60) days from the date either party raises it in writing, the matter shall be referred to and finally resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996, with proceedings held in New Delhi. The arbitration shall be conducted in English, and the award shall be final and binding on both parties.
Nothing in this Agreement shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction if the other party breaches or threatens to breach obligations relating to confidentiality, intellectual property, or data security, or to enforce or recognize an arbitral award.
We may revise this Agreement, including related policies and referenced documents, from time to time. The date of the most recent update will appear at the top of this document. Updated terms will become effective upon posting. By continuing to use our Products after changes take effect, you agree to be bound by the revised terms.
If any update materially reduces your rights, we will make reasonable efforts to notify you—for example, via email to your designated contact, a notice in the Product, or through our website. If you do not agree to the updated terms, your sole remedy is to stop using the Products and cancel any ongoing subscriptions before renewal.
Licensee may assign this EULA to:
(i) succeeding parties in the case of a merger, acquisition, or change of control; or
(ii) if Licensee is a supplier to a government agency; provided, however, that in each case,
(a) Optimizory is notified in writing within ninety (90) days of such assignment,
(b) the assignee agrees to be bound by the terms and conditions contained in this EULA and
(c) upon such assignment, the assignee makes no further use of the software licensed under this EULA.
Optimizory may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
For the purposes of this Clause:
“Export Products” means any Optimizory Products or related technology licensed, accessed, or provided under this Agreement that may be subject to export or re-export controls.
“Export Laws” means any applicable export control laws, regulations, or government orders in force in India at the time of export or re-export, as well as the export laws of any other jurisdiction that may apply to the delivery or use of the Products, including laws governing the export of software, technology, or technical data.
“Sanctions” means trade or economic sanctions, embargoes, or restrictions imposed by the Government of India, or by other applicable jurisdictions whose laws may govern the use or transfer of the Products, including any prohibitions on dealings with specific countries, entities, or individuals.
Optimizory develops and distributes its Products from India and will comply with all applicable Export Laws and Sanctions. You expressly acknowledge and agree that you will not:
use, export, re-export, transfer, or divert any Export Products in violation of any applicable Export Laws;
export, re-export, transfer, or provide any Export Products to any entity or person located in a country or territory subject to Sanctions; or
export, re-export, transfer, or provide any Export Products to entities or individuals prohibited under applicable Export Laws or Sanctions lists.
Any breach of this Clause shall be deemed a material and irreparable breach of this Agreement, entitling Optimizory to terminate the Agreement immediately and pursue any other remedies available under law.
Any notice under this Agreement must be in writing. We may notify you via email or through your Atlassian or monday.com | The AI work platform marketplace account. Notices from us will be deemed delivered on the next business day after being sent. You may send legal notices to:
Optimizory Technologies Private Limited
Attn: Legal
1st Floor, 4831/24, Govind Lane, Ansari Road, Darya Ganj, New Delhi 110002, INDIA
Email: support@optimizory.com
Your notices will be deemed received upon actual receipt.
Neither party will be held liable for delays or failure to perform obligations (excluding payment obligations) due to causes beyond reasonable control—such as natural disasters, acts of war, terrorism, strikes (not limited to internal), government restrictions, pandemics, or failure of third-party infrastructure, hosting providers, or APIs.
This Agreement, along with any referenced policies, constitutes the full agreement between you and Optimizory regarding our Products and supersedes prior oral or written communications. If any part of this Agreement is deemed unenforceable, the remainder will remain in effect. This Agreement cannot be modified by you unless agreed to in writing by us. If a clause is partially invalid, it will be modified minimally to fulfill its original purpose. The rule of contra proferentem does not apply.
A party’s failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
The parties are independent contractors. This Agreement does not create a partnership, agency, or joint venture. Neither party has authority to bind or act on behalf of the other.
If you have questions about this Agreement or data handling practices, please contact us at support@optimizory.com