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Acceptance of Terms
IMPORTANT -- READ CAREFULLY: BY UTILIZING THE Smart Checklist SOLUTION YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Welcome to the Smart Checklist, an add-on for JIRA Software (hereinafter referred to as the "Software"). Your use of the Software is subject to these Terms of Service and Smart Checklistâ Privacy Policy (collectively, the âTerms of Serviceâ or âAgreementâ). These Terms of Service are a legal agreement between You and Railsware Products, Inc. (âRailswareâ), a New York Corporation, for use of the Smart Checklist add-on. "You" refers to any individual who uses the Software, or, if the Software is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then "You" refers to such entity. If You are accessing the Software on behalf of Your employer, you represent and warrant that You have the authority to agree to these Terms of Service on its behalf. If You do not agree with the terms of this Agreement, do not use the Software. Railsware reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement is applicable to the use of the Software on a paid, trial or free basis. By using the Software, You signify Your irrevocable acceptance of this Agreement. The Smart Checklist add-on to JIRA Software, Railsware website and the content of the Agreement are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Description of Software
The Software includes, and is limited to, a JIRA Software add-on that You download from Atlassian marketplace site. Smart Checklist referred to herein cannot operate independently, you can use the Software having an access to JIRAÂ and accepting the terms of service with JIRA Software provider, i.e. Atlassian.
Smart Checklist add-on supports management of activities in JIRA, enabling users to create to-do lists and simplify a workflow of tasks in JIRA tickets. With Smart Checklist, user can create list of activities for certain JIRA tickets, replacing sub-tasks, watch the progress and completion of tasks, indicating if they were done, cancelled or in progress. Software offers a user-friendly interface to create personal or templates of checklists as well as to edit them.
A "Software" referred to herein means a JIRA Software add-on, provided by Railsware, where You may use Railsware to create, update, share, and send data, text, messages or other materials ("User Content").
Unless explicitly stated otherwise, any new features that augment or enhance the current Software, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Software, You must have an active account in JIRA. You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You also understand and agree that the service may include certain communications from Smart Checklist, such as service announcements, administrative messages, etc., and that these communications are considered part of the Software and You will not be able to opt out of receiving them. You agree not to access the Software by any means other than through the interfaces that are provided by Railsware for use in accessing the Software. Railsware will provide the Software in accordance with this Agreement. Railsware may at its sole discretion modify the features of the Software from time to time without prior notice.
Termination, Breach, Suspension and Cancellation
Railsware may, at its sole discretion, at any time and for any reason, terminate the Software, or suspend or terminate this Agreement. In the event of suspension or termination, the Smart Checklist will be disabled and You may not be granted an access to use the Software or any Content (including Your User Content) contained in Smart Checklist. Residual copies of information may remain in JIRA Software.
Proprietary/Intellectual Property Rights
Railsware and its suppliers, as applicable, retain ownership of all proprietary rights in the Software and in all trade names, trademarks and service marks associated or displayed with Smart Checklist. You will not remove, deface or obscure any of Railswareâs or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Software. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Software.
Railsware has a worldwide, exclusive, sublicensable and transferable license to Smart Checklist and is entitled to exercise all the rights regarding the IP. The Company has license and right to use, distribute and enforce all of the rights on the intellectual property to the Software distributed to users.
Smart Checklist is a registered trademark and therefore is a subject to a copyright protection law.
Export Restrictions
You acknowledge that any use of the Software contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Software, may cause irreparable injury to Railsware, its affiliates, suppliers and any other party authorized by Railsware to resell, distribute, or promote the Software ("Resellers"), and under such circumstances Railsware, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Proper Use
Railsware does not claim ownership over any User Content submitted on or through the Software. Your User Content belongs to You and is the subject of JIRA Software terms of service and privacy policy. To the extent You choose to share any of Your User Content with other users of the Software, You agree to allow these users (i.e., only the users you specify) to view Your User Content and, to the extent applicable, collaborate with You and Your User Content.
General Practices Regarding Use and Storage.
You agree that Railsware has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Software. You acknowledge that Railsware may establish general practices concerning use of the Software and may modify such practices from time to time.
You agree that You will not copy, reproduce, alter, modify, or publicly display any information displayed on the Software (except for Your User Content), or create derivative works from Smart Checklist (other than from Your User Content), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Railsware or any other third party, except with the prior written consent of Railsware or the appropriate third party.
Content of The Service
Railsware takes no responsibility for any third-party Content or User Content (including, without limitation, any viruses or other disabling features), nor does Railsware have any obligation nor any possibility to monitor such third-party Content.
International Use
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
No Resale of The Service
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Software, use of the Software, or access to the Software without the express permission by Railsware.
Your Representations and Warranties
You represent and warrant that (a) all of the information provided by You to Railsware to use Smart Checklist is correct and current; and (b) You have all necessary right, power and authority to enter into these Terms of Service and to perform the acts required of You hereunder.
No Warranties or Representations by Railsware Products Inc.
You understand and agree that the Software is provided "as is" and Railsware, its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on Railsware servers. Railsware, its affiliates, suppliers and Resellers make no warranty or representation regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user's requirements. Use of the Service is at Your sole risk. You will be solely responsible for any damage to You resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with You. No oral or written information or advice given by Railsware or its authorized representatives shall create a warranty or in any way increase the scope of Railswareâs obligations. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Railsware, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
Indemnity
You agree to indemnify, defend and hold harmless Railsware, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from Your use of the Service, Your use of Your Account, Your violation of these Terms of Service or the infringement or violation by You or any other User of Your Account, of any intellectual property relating to the Service (including without limitation Your User Content) or other right of any person or entity.
Modifications to Service
Railsware reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that Railsware shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.
No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and Railsware Software is intended or created by these Terms of Service.
Limitation of Liability
In no event will Railsware or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if Railsware, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, Railswareâs, its affiliates', suppliers' and Resellers' maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.
Waiver and Severability
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of Railsware services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Choice of Law and Forum
This Agreement shall be governed by and construed under the laws of the State of New York, USA, as applied to agreements entered into and to be performed in New York by New York residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving the Borough of Manhattan, in the City of New York, in the State of New York, USA.
Entire Agreement/General Provisions
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Railsware may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of Railsware upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Railsware, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service.
All notices or other correspondence to Railsware under this Agreement must be sent to the following electronic mail address for such purpose: smartchecklist@railsware.com
Or the following physical address:
Railsware Products, Inc.
679 Titicus Road North-Salem,
New York 10560, USA
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