End User License Agreement

Last updated: 09.03.2021

IMPORTANT -- READ CAREFULLY: BY UTILIZING THE Smart Checklist SOLUTION YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the Smart Checklist.Enterprise (Server and Data center versions) Add-on for JIRA Software (hereinafter referred to as the "Add-on"). Your use of the Add-on is subject to the End User License Agreement (herein, the “Agreement”) and the Privacy Policy (herein, the “Policy”), which makes an integral part of the Agreement.

The Agreement is a legal agreement between You and Railsware Products Studio, Inc. (“Railsware”), a Delaware corporation that develops software products under such brands: Mailtrap, the Smart Checklist Add-on for Jira, and others.

"You" or “Customer” refers to any individual who uses the Add-on, or, if the Add-on 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 Add-on on behalf of Your employer, you represent and warrant that You have the authority to agree to the Agreement on its behalf. If You do not agree with the terms of this Agreement, do not use the Add-on.

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 Add-on on a paid, trial or free basis. By using the Add-on, You signify Your irrevocable acceptance of this Agreement.

When the changes are made, we will publish the link to the new version of the End-User License Agreement on the Add-on Marketplace main page, and update the ‘last updated’ date, which is indicated at the top left corner of this Agreement, to the day when the latest amendments were made.

The Smart Checklist Add-on for JIRA Software, the Smart Checklist website, as well as the Smart Checklist Add-on Atlassian Marketplace pages, 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 is limited to the Add-on for Jira Software that You download from the Atlassian Marketplace. The Add-on cannot operate independently, you can use it only if you have a Jira Software cloud or server license for your instance and accepted the End User License Agreement of the JIRA Software provider, i.e. Atlassian.

The Add-on supports the management of activities in Jira, enabling users to create to-do lists and simplify their task management workflow in Jira. With this Add-on, a user can also create a list of activities for a certain type of Jira tickets, replacing sub-tasks, watch the task progress, indicate if they were ‘done’, ‘canceled’, or ‘in progress’. The Add-on offers a user-friendly interface, allowing users to create checklist templates, as well as to edit them.

Unless explicitly stated otherwise, any new features that augment or enhance the current Add-on, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Add-on, You must have an active account in Jira.

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 Add-on and You will not be able to opt-out of receiving them. You agree not to access the Add-on by any means other than through the interfaces that are provided by Railsware for use in accessing the Add-on. Railsware will provide the Add-on in accordance with this Agreement. Railsware may at its sole discretion modify the features of the Add-on from time to time without prior notice.

Termination, Breach, Suspension, and Cancellation

Term and Renewal

Your initial Add-on license period is equal to the period of your Jira Software license. So, your Add-on license will automatically renew together with your Jira Software license, either on a monthly or annual basis. To prevent renewal of the Add-on license, your Jira Software admin has to cancel or deactivate it before the end of the current subscription period.

The Add-on Cloud license will renew at the same cost as it was initially purchased, and the Server license will renew at a 50% discount from the initial price that you paid when first installed the Add-on license on your Server instance.

If you use the free version of the Add-on, we will make this service free of charge until you terminate your free subscription and/or start using the paid one.

Refunds

Refunds are managed by Atlassian directly. The terms of refunds can be found in the Atlassian Cloud Licensing, or the Purchasing and Licensing Frequently Asked Questions.

Termination for Cause

Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

Suspension for Non-Payment.

If you failed to pay for the Add-on license, the service will automatically be suspended.

Suspension and Termination of Free Services.

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

Proprietary/Intellectual Property Rights

Railsware and its suppliers, as applicable, retain ownership of all proprietary rights as part of the Add-on and in all trade names, trademarks and service marks associated or displayed with Smart Checklist. You will not remove, deface or obscure any of Railsware or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Add-on. You may not reverse engineer, reverse compile or otherwise reduce to human-readable form any software associated with the Add-on.

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 a license and right to use, distribute and enforce all of the rights on the intellectual property to the Add-on distributed to users.

Smart Checklist is a registered trademark and therefore is subject to copyright protection law.

Export Restrictions

You acknowledge that any use of the Add-on contrary to this Agreement, or any transfer, sublicensing, copying, or disclosure of technical information or materials related to the Add-on, may cause irreparable injury to Railsware, its affiliates, suppliers and any other party authorized by Railsware to resell, distribute, or promote the Add-on ("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 Add-on. Your User Content belongs to You and is the subject of Atlassian Software License Agreement and Privacy Policy. To the extent You choose to share any of Your User Content with other users of the Add-on, 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 with the help or through the Add-on since the Add-on does neither store any User Content, nor influence the ways users utilize the tool. You acknowledge that Railsware may establish general practices concerning the use of the Add-on 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 Add-on (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 Add-on, use of the Add-on, or access to the Add-on 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 End User License Agreement and to perform the acts required of You hereunder.

No Warranties or Representations by Railsware Products Inc.

You understand and agree that the Add-on 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, and non-infringement. Railsware, its affiliates, suppliers, and Resellers make no warranty or representation regarding the results that may be obtained from the use 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, of the Service remains with You. No oral or written information or advice is given by Railsware or its authorized representatives shall create a warranty or in any way increase the scope of Railsware’s 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 End User License Agreement 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 another right of any person or entity.

Modifications to Service

Railsware reserves the right at any time and from time to time to modify the Add-on (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 of the Service.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between You and the Railsware Add-on is intended or created by these End User License Agreement.

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 another 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, Railsware’s, 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 from or related to the use of Railsware services or the End User License Agreement must be filed within one (6) months 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 Connecticut, USA, as applied to agreements entered into and to be performed in Connecticut by Connecticut residents.

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.

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 Studio, Inc.

118 Coalpit Hill Road, Danbury,

CT 06810, USA