LAST UPDATED September 23, 2013
Your use of the Service constitutes your acceptance of the Terms, whether you purchase the Service or whether we grant you a free Trial. Consequently, if you do not agree with the Terms, or do not understand them, please do not use the Service.
From time to time, we may modify or amend the Terms. If we do so, we will post any such modifications or changes in the Service. If you continue to use the Service following such a posting, you accept any such change or modification.
We wish to remind you that you are solely responsible for any and all software, data, text, images, audio, video, and other content (“Content”) that you post in the Service, regardless of the form or manner in which you post it. Similarly, your use of, or reliance on, any material or content posted in the Service is at your own risk.
We will not, under any circumstance, be liable in any way for any Content, including, but not limited to, any errors or omissions in any material or Content, or any loss or damage of any kind that you incur as a result of your use of, or your acting in reliance on, any material or Content posted, e-mailed, transmitted, or otherwise made available in the Service.
We may, but have no obligation to:
- Monitor, or moderate any material or content posted in the Service;
- Remove any material or content from the Service; and
- Restrict access to any part of the Service at any time in our sole discretion and without advance notice.
II. Description of the Service and Trial Terms
The Service is a multi-platform team communication management tool that combines information from multiple sources into a unified stream, enabling fast-paced teamwork and quick customer response time.
If You register on our website for a free trial, We will make our Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the Service (one month until otherwise stated), or (b) the start date of any subscription for the Service that you purchase. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SERVICE OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
These Terms govern the use of the Service and by registering with the Service You agree:
- That you are of a legal age to form a binding agreement with us;
- That if you are entering into the agreement embodied in these Terms on behalf of a corporation or other legal entity, you represent that you have the authority to bind such an entity, its affiliates, and all users who access the Service through your account to these Terms, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it.
- To provide true, accurate, current and complete information about yourself as prompted by the registration process;
- To maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete; and
- That if you provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may terminate your user account and refuse current or future use of the Service.
IV. User Rights
Subject to these Terms, we grant you a non-exclusive, non-transferable and non-sub-licensable right to use the Service for your own personal and/or internal purposes and only as set forth in these Terms ("License").
V. Prices and Payment
Use of the Service is priced according to the current list of prices available in the Service [http://www.flowdock.com/pricing], as amended from time to time. We accept credit card payments through our website, or you can contact us to find out if you are eligible to be invoiced for the Service. All prices and methods of payment are subject to change. If any charges are not received from you by the due date, then such charges accrue late interest at the maximum rate permitted by law. You agree to reimburse us for all expenses (including reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. All fees owed by you in connection with the Service are exclusive of, and you shall pay, all sales, use, excise and other taxes assessed upon, withheld or incurred in connection with the Service or your order of the Service. If any amount owed by you to us under these Terms for the Service is overdue, we may suspend or terminate your use of the Service until you have paid such amounts in full. You agree to pay any and all applicable charges for the use of the Service to us in accordance with the price list then in force. Unless you execute an order form (“Order Form”) for the Service with different terms, the Service is billed in advance for a period of one month and is non-refundable. If you choose to upgrade or downgrade your selected plan, we will automatically charge the applicable new rate on your next billing cycle.
VII. User Content and Intellectual Property
a) User Content
You acknowledge and agree that you are solely responsible for the Content that you post and any and all activity that occurs under your account (even if such Content is posted by someone else using your account), and that you have all rights necessary to upload all Content uploaded to the Service through your account (“Your Content”). You further acknowledge and agree that Your Content and your other activities in connection with the Service do not, and will not, violate, infringe, or misappropriate any third party’s intellectual property right, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
b) Intellectual Property
We respect your right to ownership of Your Content - you own Your Content. Unless specifically permitted by you, your use of the Service does not grant us the license to use, reproduce, adapt, modify, publish or distribute Your Content for our commercial, marketing or any other similar purpose. However, you grant us permission to access, copy, distribute, store, transmit, reformat, and display Your Content solely as required for the purpose of providing the Service to you.
Intellectual property laws in the United States and in other countries protect the Service. Aside from Your Content, these Terms confer only the right to use the Service, while these Terms and the specified license(s) are in effect and they do not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right related to the Service, including, but not limited to, the look and feel thereof, will remain our sole property. Any services provided to you under these Terms, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to us. Without limiting the foregoing, you may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Service without expressed written permission from us.
Moreover, by giving us suggestions or feedback about the Service, you thereby grant to us a worldwide, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, paid-up, irrevocable right (including moral rights) and license to fully exercise and exploit such suggestions or feedback (and all related rights) for any purpose.
(ii) Copyright Infringement
We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Service that in your good faith belief may infringe someone's copyright, you may notify us by e-mailing us at email@example.com with "Copyright" in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:
- The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works - you may provide a representative list of the copyrighted works that you claim have been infringed;
- A sufficiently detailed description of the content on the Service that you claim infringes the copyrighted work;
- Your contact information, including your full name, mailing address, telephone number, and email address, if available;
- A statement that you believe in good faith that the use of the allegedly infringing content on the Service is not authorized by the copyright owner, its agent, or the law; and
- This statement: "I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed"; and
- A physical or electronic signature of the copyright holder or a person authorized to act on their behalf.
Moreover, if you believe your work was erroneously removed due to an incorrect claim of copyright ownership, you may provide us a written counter notice. When we receive your counter notice, we may in, our discretion, reinstate the material in question in not less than 10 nor more than 14 days after we receive the counter notice unless we first receive notice from the original complaining party who filed the infringement notice that they have filed a legal action to restrain the allegedly infringing activity. To provide a counter notice to us, you may email us at firstname.lastname@example.org. Please note that if you provide a counter notice, in accordance with the terms of the DMCA, the counter notice will be given to the original complaining party that filed the infringement notice. To be effective, a counter notice must contain substantially all of the following information:
- Identification of the material that has been removed or to which access has been disabled in the Service and the location at which the material appeared before it was removed or access to it was disabled:
- Your name, address, telephone number and, if available, email address:
Include both of the following statements in the body of the Notice:
"I hereby state under penalty of perjury that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled."
"I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which Rally Software Development Corp may be found, and I will accept service of process from the complaining party who notified Rally Software Development Corp of the alleged infringement or an agent of such person."
- Provide your full legal name and your electronic or physical signature.
Our Application Programming Interface (“API”) allows teams to manage discussion groups in the Service (the “Flows”), to access Content within the Flows, and to post content in the Flows. Your use of the API is subject to these Terms, as well as the following:
We reserve the right to terminate or suspend your usage of the API at any time for any reason, including without limitation if we detect use of the API that we, in our sole discretion, determine to be abusive or harmful to the Service. Moreover, from time to time we may modify the API. Please be aware that such modifications may result in the API being incompatible with your system. We are not responsible with any compatibility issues resulting from the modification, if any, of the API.
You are solely responsible for any misuse that may result from the sharing, whether intentional, inadvertent, or otherwise, of your API authentication token.
If you are a member of a Flow, you hereby consent to the users in your Flow accessing any of Your Content on the Service.
IX. Account Administration
Users of the Service are granted use and access rights in the Service based on their status. When you register to the Service and make the required payment(s) using an appropriate payment method associated with you or an organization that you represent, you become an “Owner” of an account in the Service. As an Owner of an account in the Service, you may be an administrator but you may also grant administrator rights to others. Administrators may invite users to Flows administered by them and they have access to all Flows associated with the Owner. If you are not an Owner or an administrator, you will have access to such Flows to which you have received an invitation. Regardless of your status, you may create new Flows. Please be aware that you are solely responsible for user rights management in the Flows that you administer and the resulting access to Your Content in the Flows.
Moreover, from time to time we may change the Service, including any access control functionalities therein, which may result in changes to access controls in the Service. You hereby acknowledge and approve such changes.
X. Maintenance and Support
From time to time, we may also provide support services. If we choose to provide any support services to you, your use of such support services will be governed by our policies then in force. With respect to any technical or other information you provide to us in connection with the Service or any support services, you agree that we have an unrestricted right to use such information for our business purposes, including (without being limited to) for Service support and development. We will not use such information in a form that personally identifies you.
XI. Privacy and Security
- Respect the privacy of other users;
- Not engage in unauthorized collection of user’s Content or information, and/ or not otherwise access the Service by automated means (including, but not limited to, so-called bots or scrapers) without an authorization from us;
- Not reveal any personal data related to another individual, including, but not limited to, a person's address, phone number, e-mail address, credit card number or any information that may otherwise be used to track, contact or impersonate another individual;
- Not upload or transmit unsolicited e-mail messages or mobile device messages;
- Not utilize a username that is the name of another person and intending to impersonate that person; and
- Not provide any false personal data to us or create any user account for anyone other than yourself without such person's permission.
Please be reminded that you must protect any passwords or other credentials associated with your account(s) for the Service, and take full responsibility for any use of the account(s) under your password. You hereby acknowledge that you bear the full and sole responsibility for adequate security, protection and backup of Your Content. We disclaim any liability to you for any unauthorized access to or use of any of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.
(i) The Service is Available "AS-IS"
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, OUR AFFILIATES AND WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICE OR ANY CONTENT THEREON. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE. MOREOVER, YOU AGREE THAT WE DO NOT HAVE RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY MATERIAL OR CONTENT AND OTHER COMMUNICATIONS MAINTAINED IN THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SERVICE OR OUR REPRESENTATIVES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(ii) Links to Third Party Websites
The Service may contain links to websites owned and/or operated by third parties. Such links are provided for informational purposes only. We are not responsible for any such third party websites and do not have control over any materials or content made available therein. Our inclusion of a link to a third party website in the Service does not in any way imply our endorsement, advertising, or promotion of such websites or any materials or content made available therein. By accessing a third- party website you accept that we do not exercise any control over such websites or their content. We have no responsibility of the content of any third-party website. We encourage you to familiarize yourself with the terms of service applicable to any third-party website you may access.
(iii) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS; ACCRUED BUT WASTED EXPENDITURE; COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, HARMFUL, OR ILLEGAL CONDUCT OF THE USERS OF THE SERVICE OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF ANY MATERIAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold us harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms. We reserve the right to assume the exclusive defense and control of any matter, which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
(v) Entire Agreement
These Terms (and an Order Form for the Service, if you execute one) are the entire agreement between you and us regarding the Service, and the Terms supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Service. If you are eligible to order the Service on an Order Form and you execute an Order Form, terms on the Order Form will take precedence over any conflicting terms on this page.
(vi) Waiver and Severability
Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.
(viii) Governing Law and Resolution of Disputes
The laws of the state of Colorado, U.S.A., without giving effect to any principle that may provide for the application of the law of another jurisdiction, will govern these Terms and any claim, cause of action or dispute arising out of or relating to these Terms will be brought solely in the courts of Denver, Colorado. You hereby consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
The Service is operated and provided by Rally Software Development Corp. If you have any questions about these Terms, please contact us at email@example.com.
XIV. Term and Termination; Automatic Renewal
The term of this Agreement will commence on the date you purchase the Service (if you purchase through our website) or the date indicated on your Order Form and will continue for the period specified in your registration or your Order Form and for which you have paid the applicable amount, if any (e.g., a trial period, a month, etc.). Thereafter, this Agreement will renew for additional periods of the same time (i.e. the period specified during your registration or in your Order Form) unless you cancel the Service prior to the expiration of your then-current term using the cancellation link in the Service. We reserve the right to discontinue offering the Service or to modify the Service at any time in our sole discretion. Notwithstanding anything contained in these Terms to the contrary, we may also, in our sole discretion, terminate or suspend your access to the Service at any time. Please be aware that any such termination or suspension may result in the erasure of Your Content in your account.