The Services are solely for access and use by Authorized Users (as defined below). By using the Services, you represent and warrant that you (a) have the right, authority, and capacity to enter into this Agreement and (b) will abide by all of the terms and conditions of this Agreement. If you have agreed to become a paying customer for the Services, then your eligibility to use the Services shall be contingent on your continued compliance with the terms of the applicable purchase agreement and this Agreement. If you have not agreed to become a paying customer for the Services, your use of the Website is still subject to this Agreement.
Without limiting any of those representations or warranties, ScrumMate has the right (though not the obligation) to, in ScrumMate’s sole discretion (i) refuse or remove any content that, in ScrumMamte’s reasonable opinion, violates any ScrumMate policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the service to any individual or entity for any reason, in ScrumMate’s sole discretion. ScrumMate will have no obligation to provide a refund of any amounts previously paid.
Unless you notify ScrumMate before the end of the applicable subscription period that you want to cancel an renewal, your subscription will automatically renew and you authorize us to collect the then-applicable monthly subscription fee for such renewal (as well as any taxes) using any credit card or other payment method you provided. Renewals can be canceled at any time in the Upgrade Plan page accessible from your Home screen.
You must use the Services in a manner consistent with any and all applicable laws and regulations. ScrumMate and its suppliers use reasonable efforts to protect the confidentiality of Content you provide. ScrumMate cannot guarantee that unauthorized third parties will never be able to defeat those measures to access content for improper purposes. Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information and property. Customer also acknowledges that Customer is under no obligation to provide Customer’s confidential information in order to use the Service.
ScrumMate will attempt to provide continuous availability and access to Services. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to the Customer. These outages could be due to third parties that the Service depends on, such as, but not limited to Microsoft Azure, Amazon AWS or other third party service providers. Also while we will make commercially reasonable attempts to backup all Customer data, in the event of recovery from disaster, the Customer may have to reconfigure the Service to get it back to the state it was in before the outage. ScrumMate is hosted by a third party hosting service provider.
ScrumMate and its third party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the reliability and confidentiality of data.
However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.
ScrumMate may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ScrumMate account (if you have one), you may simply discontinue using the Service. Notwithstanding the foregoing, if you have a VIP Services account, such account can only be terminated by ScrumMate if you materially breach this Agreement and fail to cure such breach within thirty (30) days from ScrumMate’s notice to you thereof; provided that, ScrumMate can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Services contain the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (“Intellectual Property”) of Adaptive Consulting Ltd. and its suppliers and licensors. Adaptive Consulting and its suppliers and licensors own and retain all proprietary rights in the Services.
Except for Intellectual Property which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or otherwise use any such Intellectual Property and the provision of such Intellectual Property to you through the Services does not transfer to you or any third party any rights, title or interest in or to such Intellectual Property, including, without limitation, any intellectual property rights in any content and material included therein. You may not: distribute, sub-license, translate, reverse-engineer, decompile, or disassemble the Services or Intellectual Property or the source code thereof, or attempt to derive the source code thereof in any other way, save and only to the extent any foregoing restriction is prohibited by applicable law; modify the Services or Intellectual Property or merge all, or any part, of the Services or Intellectual Property or the source code thereof into another program; or remove, modify or alter any Adaptive Consulting’s Intellectual Property from any part of the Services or Intellectual Property or the source code thereof.
Adaptive Consulting grants you a perpetual, unlimited, worldwide, fully-paid, royalty-free license to copy, use and make derivative works of the Output of the Services, and to make any other use of or perform any other act upon the Output that an owner would be entitled to do. “Output” means all information available, reported, downloaded or otherwise compiled from, the Services, including without limitation data, images, and reports generated by or for the Customer.
Customer will retain all Intellectual Property rights in Customer Intellectual Property that may be provided by Customer to ScrumMate (“Customer Property”) under this Agreement. ScrumMate will not publicly disclose any Customer-specific information but may disclose aggregated and de-identified customer information related to the Services for promotional purposes, such as project summary and high-level outcomes of the Services. You understand and agree that ScrumMate may copy, use and modify any information that you provide to ScrumMate, including all suggestions supplied by you that relate to the Services (collectively, “Content”) for the sole purposes of providing the Services to you and to improve the quality of ScrumMate products and services. Furthermore, you hereby agree that ScrumMate shall have an unlimited, royalty-free, worldwide and perpetual license to use, copy, distribute, practice and make derivatives works of, under any intellectual property rights you may have, including but not limited to copyrights, trademarks, trade secrets and patents, all suggestions supplied by you to ScrumMate. By providing Content to ScrumMate, you represent and warrant that you have the right to provide such Content to ScrumMate and such Content does not infringe, misappropriate, violate or contravene any laws, regulations or third party rights (including, without limitation, any rights in Intellectual Property).
Services are provided “As-is” and as available, with no warranty of any kind, and ScrumMate, on behalf of itself and its licensors and suppliers, expressly disclaims any warranty and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement and ScrumMate and its suppliers and licensors do not guarantee and do not promise any specific results from the use of the Services. The Services are intended as a data monitoring and collaboration tool and Customer’s use of, and reliance upon, same are Customer’s sole responsibility, with Customer assuming all associated risks.
In no event will ScrumMate, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ScrumMate under this agreement during the twelve (12) month period prior to the cause of action. ScrumMate shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
General Representation and Warranty
You agree to indemnify and hold harmless ScrumMate, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
You grant ScrumMate the right to identify you as a user in Services promotional material. At any point in time you can submit a written request via email to firstname.lastname@example.org to have ScrumMate remove your name, within thirty days of your request, from promotional material.