Terms of Service - ScrumGenius

By accessing the website and the Services (as defined below) at scrumgenius.com and app.scrumgenius.com ("Provider"), you (“Customer”) are agreeing to be bound by these terms of service (“Agreement”), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms hereunder, you are prohibited from using or accessing this site or the Services.

LICENSE. To the extent Customer purchases Licenses through Order Forms, subject to the terms, conditions and restrictions set forth in this Agreement, including payment of the Subscription Fees set forth in an applicable Order Form, Provider hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable, right and license, to access and use, solely for its internal business purposes, (i) the Subscription Service identified on the Order Form (the “Service”), on a hosted basis, in accordance with the user documentation provided with the Service (“Documentation”), and (ii) the Documentation, each for the Subscription Term set forth in the applicable Order Form. Each employee of the Customer who has access to the Services pursuant to the Order Form shall be an “Authorized User”. Use of the Service is restricted and subject to the limitations set forth in the Order Form.

TRIAL LICENSE. Permission is hereby granted to temporarily download one copy of the materials (information or software) on Provider’s website for personal, non-commercial transitory viewing only for a period of 14-days. Customer does not provide any warranties with respect to such trial Licenses. However, all other terms and conditions apply to such trial Licenses. The trial License shall automatically terminate at the end of the said 14-day period, unless the Customer chooses to purchase the paid Licenses.

PAYMENTS. A valid credit card or bank account is required for paying accounts. Free accounts are not required to provide a credit card number. Should the Customer upgrade or downgrade their plan, they will be charged the new billing rate immediately. The Service is billed in advance in accordance with the pricing schedule and all monthly payments are nonrefundable. There shall be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties. Customer hereby agrees to pay for such taxes that might be applicable to their use of the Services and payments made by you herein. All payments shall be processed through the third party payment processor, Stripe, subject to their terms and conditions available at

TERM; RENEWAL; TERMINATION.

Term. Customer’s subscription shall auto-renew on a monthly basis unless until terminated by Customer or Provider in the manner set forth herein. Customer shall terminate its subscription before the end of each subscription period through its account settings.

Termination. The Licenses provided under this Agreement shall automatically terminate if the Customer violates any of these restrictions and may be terminated by ScrumGenius at any time. Further, Provider may terminate or suspend a Customer account immediately, without prior notice or liability, for any reason whatsoever. Upon termination, Customer’s right to use the Service will immediately cease. If Customer wishes to terminate their account, Customer may simply discontinue using the Service.

RESTRICTIONS; PROPRIETARY RIGHTS; DATA.

Use Restrictions. Customer shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation; (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Service (v) use the Service for a purpose not intended by this Agreement or violate the license restrictions set forth in this Agreement, including without limitation the Order Form or (vi) use the Service in a manner that damages, disables, degrades the performance of or overburdens the Service for use by other customers of Provider. The Service is the proprietary intellectual property of Provider that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, Provider retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by Provider. Provider shall own all rights, title and interest in any deliverables created by Provider, if applicable, but all such deliverables shall be licensed to Customer for use in connection with Customer’s internal use of the Service hereunder. 

Customer Data: Notwithstanding the foregoing, Customer retains all rights, title and interest in and to Customer’s own information and data, including Customer’s ideas, processes, standards, practices, and management policies and procedures, that is input by Customer into the Service or supplied to Provider (“Customer Data”). All personal information shared by the Customer shall be used and processed in the manner set out in Provider’s Privacy Policy available at https://scrumgenius.com/privacy/.

Third Party Content: Provider licenses software tools or products (“Third Party Product”) from various third party providers (“Third Party Providers”), as part of the Services. Customer agrees that it will not: (i) use any Third Party Product (in aggregate form or otherwise) in connection with any online advertising network, advertising exchange, or data broker; (ii) remove or alter any proprietary notices, copyright notices or marks from the Third Party Product; or (iii) display any Third Party Product that may create a false or misleading impression as to the origin or value of such Third Party Product. Provider shall, upon reasonable written request from the Customer, provide a list of Third Party Products that is made available as part of the Services. Customer shall defend, indemnify and hold harmless Provider from any claims arising from Customer’s unauthorized use of the Third Party Product or breach by Customer of Third Party Provider terms of service, rules and policies, as applicable. Provider may at its option immediately terminate Customer’s access to and use of Third Party Products in the event of Customer’s breach of this Agreement.

Attribution: All digital or printed copies of reports, analyses, output, other materials or information generated or produced by the Service shall include the following attribution to Provider: “Source: ScrumGenius”.

Integrations: The Services are capable of being integrated with certain third party platforms, including but not limited to Microsoft Teams and Slack (“Third Party Platforms”). The Customer shall be responsible for procuring appropriate licenses to use such Third Party Platform and further ensure that Authorized Users use and comply with the terms of service of such Third Party Platforms, while using the Services provided hereunder. Provider shall in no event be responsible for an interruption in the Service caused due to the failure of such Third Party Platforms and hereby disclaims any liability arising solely out of the use and integration with such Third Party Platform.

PUBLICITY. Customer agrees, subject to prior written consent from it to (a) participate in a press release following the execution of this Agreement naming Customer as a customer of Provider, as well as upon successful implementation, (b) allow its name to be used in sales materials and user literature, which references Provider’s customers generally, and (c) the use of its name, without endorsement, in a listing of Provider’s other customers. Customer shall also make reasonable efforts to, upon Provider’s prior reasonable written request, serve as a reference account and to participate in case studies and other promotional activity.

 

CONFIDENTIALITY. Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder and have signed confidentiality agreements which have terms as stringent as those set forth herein), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this Section may cause irreparable harm and damage. Thus in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (a) is already known prior to the disclosure by the owning party; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (d) information that is obtained from a third party, and that third party is not, in good faith belief to the recipient, under any legal obligation of confidentiality; or (e) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information. In addition, recipient may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that the recipient: (a) gives disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy; (b) discloses only such Confidential Information as is required by the governmental entity; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Confidentiality obligations under this Agreement shall be valid for a period of three (3) years from the date of disclosure of such Confidential Information.

WARRANTIES AND DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND UNINTERRUPTED SERVICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF THE PROVIDER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO THE PROVIDER WITHIN THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE APPLICABLE CLAIM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE PROVIDER BE LIABLE TO THE OTHER OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT. 

 

AUDIT. Provider shall have the right to audit the Customer solely to verify Customer’s compliance with this Agreement. Customer shall cooperate with Provider in connection therewith including but not limited to (a) Customer generating a license report upon request of Provider, (b) on-site inspections and/or audits by Provider or an auditor on its behalf, to monitor, inspect and audit Customer’s use of the Services, during regular business hours but with minimum disruption to the business and with reasonable advance written notice to the Customer.

GENERAL.

Modifications. Provider reserves the right to change any of the terms and conditions set forth under this Agreement from time to time. By continuing to use the Services, the Customer hereby agrees to the updated terms.

Compliance with Laws. Each party will be responsible for compliance with all applicable legal requirements in its jurisdiction related to its performance under this Agreement, and those laws related to the protection, privacy and disclosure of data and information.

Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, pandemics, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.

Governing Law and Disputes. This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the Province of Ontario, Canada without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the courts located in the city of Toronto, and each party consents to the exclusive personal jurisdiction and venue of such courts.