End User Licence Agreement
Plain English: Before each section we’ve included a small summary in italics which is not part of the agreement. They are meant to explain in plain English the intent behind each legal section. We actually want you to read and understand our agreement, so hopefully the summary sections will help you to do that.
General Important Information
Use of Gitential.com Inc.’s gitential software is subject to the license restrictions fixed hereinafter. Carefully read this license agreement before using the software.
Notice to user: please read this agreement and its annexes carefully. This license is a legal “agreement” concerning the use of software between you, the end user, either individually or as an authorised representative of the company obtaining the license, and gitential.com inc. By using all or any portion of the software you accept all the terms and conditions of this agreement, including, in particular the limitation on: use, transferability, warranty and liability. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use this software. By installing or using the software or by clicking “i accept” below, you are confirming that you understand this agreement, and that you accept all of its terms and conditions.
If you consent to entering into this agreement you may not withdraw that consent after agreeing.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this agreement, in which case “you” will mean the entity you represent. If you don’t have such authority, or if you don’t accept all the terms and conditions of this agreement, then we are unwilling to license the software to you, and you may not download, install, or use it.
Any software use without any or without the valid and appropriate end user license agreement shall be regarded as invalid and gitential.com inc. Shall be entitled to the payment of the license fee and a general compensation that covers all the harms and damages that have been caused by the illegal use of the software.
Section 1: In this section we try to shorten the long agreement by pre-defining some terms and then using them throughout the rest of the document.
”Gitential” is a business intelligence/analytics software product, an official trademark of Gitential.com Inc. “Gitential.com Inc..” means a limited company, duly organized and validly existing under the laws of the United States.
Gitential.com Inc. is the exclusive owner and distributor of Gitential. “Software” means the Gitential software product, – applications, extensions and tools, including but not limited to (i) Gitential.com Inc. or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works (“development frames”); (iii) related explanatory written materials or files (“Documentation”); and (b) modified versions, updates additions, extensions and tools and copies of the Software, if any, licensed to you by Gitential.com Inc.
Any further utilization or development of the Software according to the Documentation that creates a different Software product or more Software products leaves the copyrights and intellectual property rights of Gitential.com Inc. unaffected regarding the Gitential software and its components, such as add-ins, extensions and tools.
The “Agreement Effective Date” is the earlier of the date that you either click “I Accept” to the terms and conditions of this Agreement, or that you first place an order for an evaluation license to the Software.
The “License Term” is the period You may use the Software. In case of trial license, the evaluation period is 45 days.
“Use” or “Using” means to acquire, access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation and the terms and conditions of this EULA.
“Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Gitential.com Inc.
“Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. Computer includes, without limitation desktop and laptop computers, tablets and smartphones.
„You” means the natural person, company or any other entity with or without legal personality who acquires the Software, applications, extensions, tools or add ins.
„Reissue” of the License File. Gitential.com Inc. has the sole right to reissue the License File in the case of software upgrade, license upgrade or license expiration.
If the license file is reissued by Gitential.com Inc., this action annuls the Effect of the former license files.
“Revoke” of the License File. Gitential.com Inc. has the sole right to revoke the license file and thus revoking the right to use the Software in case the user of the license file does not comply with the licensing conditions.
„Distribution” means purchase, transfer or any other form of transmission of the Software without regard to the free or commercial character of such activity. Under the effect of this Agreement transfer of the Software between companies of the same owner (i.e. ownership above 25%) or transfer between the international branches of the same company means also distribution. The terms and conditions of any such distribution rights are to be settled in a separate agreement with Gitential.com Inc. By acquiring the Gitential.com Software you are subject of the usage terms stated hereunder.
Section 2: This section lets you know that you don’t own Gitential licenses. Your subscription just gives you the right to use these licenses while you’re a customer. We also describe the method we may use your information because we do not want to use or aquire more information than it is absolutely necessary to provide the best quality services and user experience for you.
In 2.1.1. we describe the ways we might use your information. Here we mention we use Full Story which services use first-party cookies and local storage to maintain a coherent scope for a user session across multiple pages on a single website. If you are considering opting-out, please note we use these services to make a better website for you. It is not one of those creepy ‘we-track-you-around-the-web’ kind of deals. It is more like an ongoing usability study to know what we can improve for our customers.
2. Software Licence.
As long as you comply with the terms of this End User License Agreement, for the license term, Gitential.com Inc. grants you a non-exclusive, non-transferable, revocable license to install, execute and use the Software for the purposes described in this Agreement. There are three kinds of licenses: Trial, free and paid license. In case of trial license, Your license is valid only for the evaluation term, and solely for the purpose of evaluating whether to purchase a paid license for the Software, and not for general production use. In case of free license, Your license is valid only for the use of public repositories/projects and does not allow for extracting / combination of data generated with other data-sources. In case of paid license, your license is valid for the term, for the user number and for the user purposes as set forth in the individual order submitted on www.gitential.com. Some third-party materials included in the Software may be subject to additional terms and conditions stated in the respective third-party material’s regulations about the use of the concerned applications/tools/add-ins.
With the use of any license file of the Software you are obliged to meet the criteria set forth in this Agreement and the other related documentations and materials.
2.1. Delivery; Installation, Software versions. Promptly after the Agreement Effective Date, Gitential.com Inc. will make the Software and the License Key available for you to use or download on a secure, password-protected website. If Updates become available during the License Term, Gitential.com Inc. might make those available for you to use or download on the same website. You’re responsible for maintaining the confidentiality of all your usernames and passwords, including the ones you use to download the Software. You agree that you’ll be responsible for any activity that takes place using your usernames and passwords (whether you knew about it or not). Installation of the Software and any Updates are your responsibility.
You are aware and specifically approve that:
2.1.1. Gitential.com Inc. might collect certain information about you, your business partners and your computers when the software is being used, installed or uninstalled. This information includes the following: name, company name, identifying information about the computer(s). The information is solely used for the software license user experience improvement purposes.
You are aware that Gitential.com Inc. uses Full Story (www.fullstory.com) services. If you wish to prevent all websites using the FullStory Services to be able to record activity, you can opt-out of the FullStory Services.
2.1.2. The software may from time to time contain technology that automatically restrains use of unlicensed copies of the software. Failure to register the software may result in the software being disabled.
2.1.3. New releases of the software licensed in a later time may not be backward compatible. New applications might no longer work with older versions of the Software. Gitential.com Inc. shall not take any responsibility for any harm and damage caused due to such events.
Section 2.2.: This section is basically our version of The Golden Rule. If you wouldn’t want us to do it to you, then you probably shouldn’t do it to us. We would appreciate to play fair when using our service. If we use your feedbacks to improve the product, it will remain still ours to make an even better product for you.
2.2. General Use. You may install and Use a copy of the Software up to the permitted number on your compatible computer(s), with the limitations described in this Agreement, valid License Files and its concerned Annexes just as in the other materials concerning the Software.
2.3. Re-distributable use. You may NOT distribute the software except according to the terms and conditions agreed by You and Gitential.com Inc. in a separate agreement.
2.4. Restrictions. Gitential.com Inc. licenses the Software to You but does not sell it. Gitential.com Inc. owns all right, title and interest in and to the Software, and any intellectual property rights associated with it and with Gitential.com Inc. and reserves all rights in and to the Software that is not expressly granted to You in this Agreement. You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Software to third parties; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to access the Software; (iv) hack or modify the License Key, or try to avoid or change any license registration process we may implement; (v) modify or create derivative works of the Software, or merge the Software with other software; (vi) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; (viii) otherwise use or copy the Software in a manner not expressly permitted by this Agreement; (ix) use the Software for any non-evaluative or production purpose; or (x) use the Software beyond the License, respectively the Evaluation Term.
2.5. Feedback. During the term of this Agreement, you may provide Gitential.com Inc. with feedback concerning the Software, or other comments and suggestions for new features or improvements (collectively, “Feedback”). You acknowledge that Gitential.com Inc. will own all right, title, and interest in and to the Feedback, and you hereby irrevocably transfer and assign to Gitential.com Inc. all your right, title and interest in such feedback, including all intellectual property rights therein. At Gitential.com Inc.’s request and expense, you agree to execute documents or take such further actions as Gitential.com Inc. may reasonably request to help us acquire, perfect, and maintain Gitential.com Inc.’s rights in the Feedback.
Section 3: This section talks about who owns an idea. Our stuff is ours and your stuff is yours.
3. Intellectual Property Rights.
The Software and any copies that you are authorized by Gitential.com Inc. to make are the intellectual property of and are owned by Gitential.com Inc. The structure, organization and code of the Software are trade secrets and confidential information of Gitential.com Inc. The Software is protected by copyright. You may not copy the Software, except as set forth in Section 2 (“Software License”). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software except for the extent you may be expressly permitted to de-compile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Gitential.com Inc. to provide information necessary to achieve such operability and Gitential.com Inc. has not made such information available. Gitential.com Inc. has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Gitential.com Inc. or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the extension of the Software. Requests for information should be directed to Gitential.com Inc. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.
Section 4: still the Golden Rules, just like we describe at Section 2.2.
You may not redistribute, purchase, rent, lease, sublicense, or authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein or in the licensing sheet. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
Section 5: This section is about what we will do and what we won’t do as a part of our agreement.
The individual indicating his/her agreement to this agreement represents and warrants that either he/she is entering into this agreement individually or that he/she is an officially authorized agent of the licensee entity and the entity shall be bound by all the terms and conditions of this agreement. The Software is being delivered to you “AS IS” and Gitential.com Inc. Makes no warranty as to its use or performance. Gitential.com Inc. Shall not provide any further user support except for the materials published on the official web site www.gitential.com. With Your agreement to these licensing terms and conditions You admit that You know the minimum Software functions and the recommended Software background as well as the possible development devices from the website www.gitential.com. Gitential.com Inc. And its suppliers do not and cannot warrant the performance or results you may obtain by using the software. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable in your jurisdiction, gitential.com Inc. And its suppliers make no warranties conditions, representations, or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation non-infringement of third party rights, merchantability, integration, satisfactory quality, or fitness for any particular purpose. You agree to indemnify and hold harmless Gitential.com Inc. and its suppliers from any claims, loss, cost, damage, expense, or liability, including attorneys’ fees, arising out of or in connection with such outcomes.
Section 6: Everyone has a limit, even us!
6. Limitation of Liability
In no event will Gitential.com Inc. Or its suppliers be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, direct, incidental damages, or any lost profits or lost savings, even if Gitential.com Inc. representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party. The foregoing limitations and exclusions apply to extent permitted by applicable law in your jurisdiction. Gitential.com Inc.’s aggregate liability and that of its suppliers under or in connection with this agreement shall be limited to the amount paid for the software, if any. Gitential.com Inc. is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
Section 7: Still more limits in case of death or personal injury. Not likely, but just in case….
7. Life Endangering Activities.
Neither Gitential.com Inc. nor its suppliers shall be liable for any damages resulting from or in connection with the use of software in any application where the failure or inaccuracy of the software might result in death or personal injury. You agree to indemnify and hold harmless Gitential.com Inc. and its suppliers from any claims, loss, cost, damage, expense, or liability, including attorneys’ fees, arising out of or in connection with such use.
Section 8: This is our understanding of the deal between you and us, and the ways to amend or modify it.
8. General Provisions.
This Agreement contains the entire understanding between the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions, except valid license agreements related to the subject matter of this Agreement which are physically signed or accepted as physically signed by acquiring it through the web by you and an authorized agent of Gitential.com Inc. This Agreement may only be modified by a physically signed writing between you and an authorized agent of Gitential.com Inc. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.
Section 9: This is the legal framework we would like to deal with any kind of legal issues (hopefully not many).
9. Governing Law.
This agreement shall be governed by US Law. All disputes relating to this agreement shall be solely settled by the competent US Courts in the state of Delaware.
Section 10: This is how and when our agreement terminates and what to do during and after termination.
10. Term and Termination.
This agreement is effective as of the date when You first use or download the Software until the license term expires. In case of evaluation license, this Agreement will automatically terminate without the requirement of notice at the end of the Evaluation Term, unless we agree to issue you an extension to your license, in which case the Evaluation Term will be deemed extended to last as long as the license extension we provide you.
Both Parties (e.g. You or Gitential.com Inc.) may terminate this agreement at any time, with or without a cause, upon 5 days written notice to the other party. Your license to the Software automatically terminates if you fail to comply with the terms of the agreement. Upon termination You must destroy all your copies of the Software, remove the Software from Your computer(s), destroy Your copies of the Software and confirm to Gitential.com Inc. in written notice the compliance of these regulations. Termination of this agreement shall not relieve you of your obligations under it. Termination of the user -regardless from the reason it may be- shall not be a basis for any financial or re-fund liability of Gitential.com Inc.
Effect of Termination. When this Agreement terminates or expires: (i) the License Term for any Software in your possession will immediately end; (ii) you’ll no longer have the right to use the Software, and any licenses we grant you in this Agreement will automatically cease to exist as of the date of termination/expiration; Sections 1, 3, and 5-12 will survive the termination or expiration of this Agreement for any reason.
Section 11: this is where we ask you not to abuse any confidential information you might acquire from us.
11.1. Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any of our business or technical information that we disclose or make available to you under this Agreement, whether in writing, orally, or by any other means, and including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. For the purposes of this Agreement, the Software and Documentation, and any copies of them, will be deemed to be our Confidential Information, regardless of whether it is marked as such.
11.2. Restrictions on Use and Disclosure. You will not use our Confidential Information, except as permitted under this Agreement. You agree to maintain our Confidential Information in confidence, and protect it using at least the same degree of care as you use for your own information of a similar nature, but in all events at least a reasonable degree of care. You agree to take all reasonable precautions to prevent any unauthorized disclosure of our Confidential Information, including, without limitation, disclosing Confidential Information only to your employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 11, and (iii) who are informed of the nondisclosure obligations imposed by this Section 11. You will be responsible for all acts and omissions of your Representatives. The foregoing obligations won’t restrict you from disclosing our Confidential Information pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that you give us reasonable notice to enable us to contest such order or requirement. The restrictions set forth in this Section 11 shall survive the termination or expiration of this Agreement for any reason.
11.3. Exclusions. The restrictions set forth in Section 11.2 will not apply with respect to any Confidential Information that you can prove via documentary evidence: (i) was or became publicly known through no act or omission of yours or your Representatives; (ii) was rightfully known or became rightfully known to you without confidential or proprietary restriction from a source other than us, who had a right to disclose it; (iii) we approved the information for disclosure without restriction in a written document which was signed by a duly authorized officer; or (iv) you independently developed the information without access to or use of our Confidential Information.
Section 12: Here we list some more definitive and technical points to efficiently apply the agreement between us.
12.1. Assignment. You aren’t allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so without Gitential.com Inc.’s consent will be null and void. Gitential.com Inc. can assign this Agreement at its sole discretion.
12.2. Severability. In the event if any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that can’t be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.
12.3. Notices. Any notice, request, demand or other communication required or permitted under this Agreement should be in writing (e-mail counts), should reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt; or (iv) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt. 12.4. Waiver. A party’s obligations under this Agreement can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.5. Force Majeure. Gitential.com Inc. will be excused from performing under this Agreement to the extent that it is unable to perform due extraordinary causes beyond our reasonable control. That might include things like acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failure, and power failures.
12.6. Independent Contractors. You and Gitential.com Inc. are independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the parties, and neither of the parties can bind the other contractually.
12.7. Amendments; Entire Agreement. No modification, change, or amendment of this Agreement will be binding upon the parties, unless they both agree to the change in writing signed by each of their authorized representatives. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter.
12.8. No Other Terms. This Agreement is the only agreement between the parties, and the terms of any purchase order, written terms or conditions, or other document containing terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected by Gitential.com Inc. and will be void and of no effect.
BY CLICKING THE “AGREE” BUTTON OR, IF YOU HAVE ALREADY CLICKED THE “AGREE” BUTTON, BY CONTINUING TO ACCESS OR USE THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT (a) YOU HAVE READ THIS AGREEMENT AND THE TERMS AND CONDITIONS OF THE SOFTWARE USE (available on Gitential.com) IN ITS ENTIRETY, (b) YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (c) YOUR OBLIGATIONS UNDER THIS AGREEMENT ARE BINDING AND ENFORCEABLE.
PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
If you have any questions regarding this agreement or if you wish to request for any information, as well as if you want to give new data regarding your contact data, or any other new information, please use the address and the contact information given on the website of the Software, Gitential.com.
March 20, 2020