ThinkTilt Terms of Service

Welcome to ThinkTilt, we produce an add-on for Atlassian's products including JIRA. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that ThinkTIlt provides You with access to the Service. These Terms extend the Standard EULA agreement as defined in the Atlassian Marketplace Terms of Use.

ThinkTilt Services will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the ThinkTilt Service. ThinkTilt reserves the right to change these terms at any time, effective upon the posting of modified terms and ThinkTilt will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website; however if we need to restore or maintain the security of the Services immediately, we may change your use and access to Services without advance notice.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms (as amended from time to time) on behalf of any entity for whom you use the Service.

These Terms were last updated on 26 September 2016.

Definitions

  • "Agreement" means these Terms of Service.
  • "Atlassian" means Atlassian Pty Ltd, an Australian corporation (ABN 53 102 443 916)
  • "Authorised User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
  • "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
  • "Data" means any data inputted by You or with Your authority into the Website or Service.
  • "Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
  • Loss or Claim” means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses.
  • "Service" means the add-ons available through the Atlassian Marketplace (as may be changed or updated from time to time by ThinkTilt) via the Website.
  • "Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
  • "Template" means any documentation, process or form made available through the Website or Service.
  • "ThinkTilt" means ThinkTilt Pty Ltd which is an Australian company.
  • "Website" means the Internet site at the domain www.thinktilt.com or any other site operated by ThinkTilt.
  • "You" means the Subscriber, and where the context permits, an Authorised User. "Your" has a corresponding meaning.

1. About these terms

If you accept these Terms in Australia, these terms do not exclude, restrict or modify:

  • the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL);
  • the exercise of any right or remedy conferred by the ACL; or
  • the liability of ThnkTilt for a failure to comply with any applicable consumer guarantees where to do so would:
    • contravene the ACL;
    • cause any part of these Terms to be void.

2. Use of Software

During the term of your subscription, ThinkTilt grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Authorised Users, or any other applicable laws:

  1. the Subscriber determines who is an Authorised User and what level of user role access to the relevant organisation and Service that Authorised User has;
  2. the Subscriber is responsible for all Authorised Users’ use of the Service;
  3. the Subscriber controls each Authorised User’s level of access to the relevant organisation and Service at all times and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have that different level of access, as the case may be;
  4. if there is any dispute between a Subscriber and an Authorised User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Authorised User shall have, if any.

3. Your Obligations

3.1. General obligations:

You must only use the Service and Website for Your own lawful  business purposes (including, without limitation, in Your jurisdiction), in accordance with these Terms and any notice sent by ThinkTilt or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3.2. Access conditions:

As a condition of these Terms, when accessing and using the Services, You must:

  1. Not attempt to undermine the security or integrity of ThinkTilt's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
  2. Not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
  3. Not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
  4. Not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
  5. Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.3. Indemnity:

You indemnify ThinkTilt against any and all Loss or Claim arising from Your breach of any of these Terms or any obligation You may have to ThinkTilt, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

4.1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

  1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
  2. Each party's obligations under this clause will survive termination of these Terms.The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
    1. is or becomes public knowledge other than by a breach of this clause;
    2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
    4. is independently developed without access to the Confidential Information.

4.2. Privacy:

ThinkTilt maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at www.thinktilt.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

5.1. General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of ThinkTilt (or its licensors).

5.2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. You grant ThinkTilt a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of services to You.

5.3. Backup of Data:

The Service is designed such that all Data inputted into the service is stored on your own instance of Atlassian's products. It is Your responsibility to maintain appropriate backups of all Data. ThinkTilt adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. To the fullest extent permitted by law, ThinkTilt expressly excludes liability for any loss of Data no matter how caused.

5.4. Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Services, You acknowledge that ThinkTilt may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. ThinkTilt shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6. Warranties and Acknowledgements

6.1. Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

6.2. Acknowledgement:

You acknowledge that:

  1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
  2. ThinkTilt has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
    1. You are responsible for ensuring that You have the right to do so;
    2. You are responsible for authorising any person who is given access to information or Data, and you agree that ThinkTilt has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
    3. You will indemnify ThinkTilt against any claims or Loss or Claim relating to:
      1. ThinkTilt's refusal to provide any person access to Your information or Data in accordance with these Terms,
      2. ThinkTilt’s making available information or Data to any person with Your authorisation.
  3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
  4. ThinkTilt does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. ThinkTilt is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  5. ThinkTilt does not validate the reliability or applicability of any Templates it makes available through the Service or Website.
  6. You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that the use of any Template will comply with laws applicable to you (including any laws requiring you to retain records).
  7. It is Your sole responsibility to determine that the Services meet the ongoing needs of Your business and are suitable for the purposes for which they are used.  We are not aware of your individual business needs and cannot provide any specific recommendations regarding your use of the Services.

6.3. No warranties:

ThinkTilt gives no warranty about the Services, the performance of ThinkTilt or of Atlassian. Without limiting the foregoing, ThinkTilt does not warrant that the Services will meet Your or any Authorised User’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. All representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).

6.4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law (and subject to section 1 if you accept these Terms in Australia), any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. Limitation of Liability

  1. To the maximum extent permitted by law (and subject to section 1 if you accept these Terms in Australia), ThinkTilt excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any Loss or Claim (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website, or from any breach by us of these Terms however arising (whether for breach of these Terms, tort (including negligence), statute, custom, law, or on any other basis).
  2. ThinkTilt’s liability to You for any non-compliance with a statutory guarantee, or Loss or Claim arising out of or in connection with the Services, or any breach by us of these Terms however arising (whether for breach of these Terms, tort (including negligence), statute, custom, law, or on any other basis), is limited to:
    1. the resupply of the Services; or
    2. the cost of resupply of the Services, and in any event will be limited to the fullest extent permitted by law.
  3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate your use of the Service via the Atlassian Marketplace.

8. Help Desk

8.1. Technical Problems:

In the case of technical problems please check the support provided online by ThinkTilt on the Website or failing that email us at support@thinktilt.com.

8.2. Service availability:

  1. Whilst ThinkTilt intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
  2. If for any reason ThinkTilt has to interrupt the Services for longer periods than ThinkTilt would normally expect, ThinkTilt will use reasonable endeavours to publish in advance details of such activity on the Website.

9. General

9.1. Entire agreement:

These Terms, together with the ThinkTilt Privacy Policy and any applicable Atlassian marketplace agreement and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior discussions, agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ThinkTilt relating to the Services and the other matters dealt with in these Terms.

9.2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

9.3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

9.4. No Assignment:

You may not assign or transfer any rights to any other person without ThinkTilt's prior written consent. ThinkTilt may assign or otherwise transfer the benefit of this Agreement.

9.5. Governing law and jurisdiction:

These Terms are governed by the laws of the State of Victoria, in the Commonwealth of Australia. The parties agree to submit to the exclusive jurisdiction of its courts.

9.6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

9.7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to ThinkTilt must be sent to support@thinktilt.com or to any other email address notified by email to You by ThinkTilt. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

9.8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.