Rally Software Terms of Service
Welcome to the Rally Software Development Corporation (“Rally”) www.rallydev.com web site (the “Site”). Rally makes the Site and any services made available from the Site (“Services”) available subject to the following terms and conditions of use (“Terms”). Please read the Terms carefully as they contain the legal terms and conditions of an agreement (“Agreement”) that you agree to bound by when you access and/or use the Site.
By accessing any page on the Site or using Services, you agree to be bound by the Terms of Sections A and C which contain provisions applicable to all users of the Site, including casual visitors. If you choose to register on the Site, you must also read and agree to be bound by the Terms set forth in Section B, in addition to the Terms of Section C, by clicking on the “I Accept”
button set forth at the end of this Agreement.
For the purposes of this Agreement, “you” means you, the person using the Site, and, if applicable, the person that agrees to the Terms in Sections B and C when registering on the Site. You and any persons that uses the Services, are sometimes referred to in this Agreement as the “User.” “Rally,” “we” or “us” means Rally Software Development Corporation. In the case of inconsistencies between these Terms and information on the Site and included in off-line materials (e.g., promotional materials and mailers), these Terms will always govern and take precedence. To the extent that this Agreement contradicts or is inconsistent with any signed written agreement between you or your company for Services, the terms and conditions of such signed written agreement will always govern and take precedence.
Terms Applicable to All Users of the Site
- Availability. Rally uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Rally will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Rally. You agree that Rally shall not be liable to you for any modification, suspension or discontinuance of the Site. You are responsible for obtaining access to the Site and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Site.
- Trademarks. All brand, product and service names used on the Site which identify Rally, the Site and any Services are proprietary marks of Rally. All brand, product and service names used in the Services which identify third parties and their products and services are proprietary marks of such third parties. Nothing on the Site shall be deemed to confer on any person any license or right on the part of Rally or any third party with respect to any such image, logo or name.
- Ownership and Copyright. You acknowledge and agree that the Site and the information contained in it are owned by Rally and/or its third party content providers (“Content Providers”), and are protected by U.S. and international copyright and other intellectual property laws. You further acknowledge and agree that the Site contains confidential and proprietary data and information of Rally and its Content Providers, that you will not use this data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to keep such data and information confidential. Each Content Provider is a third party beneficiary under this Agreement to the extent required to enable it to enforce its proprietary rights in the data and the applicable use restrictions in this Agreement. Rally has the absolute right to terminate your access or exclude you from the Site if you use the Site or Services to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold Rally harmless for any violation of this provision.
- External Links. From time to time Rally may provide links that will take you to third party web sites. These links are provided for your convenience only. If you decide to access linked web sites you do so at your own risk. Rally does not endorse or take responsibility for the content on other web sites or the availability of other web sites and you agree that Rally is not liable for any loss or damage that you may suffer by using other web sites.
- Amendment of Terms. We reserve the right to amend any Terms agreed to by you from time to time without notice. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement.
- Contact. Rally is located in Boulder, Colorado, U.S.A. Any questions, comments or suggestions, including any report of violation of this Agreement should be provided to the Administrator as follows:
By E-mail: email@example.com
By Fax: 303 226 1179
By Postal Mail: 1050 Walnut Street, Suite 202, Boulder, CO 80302
Terms Applicable to Registered Users
- Registration. In consideration of your access to the Site and/or use of the Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services registration form (such information being the “User Data”) and (b) maintain and promptly update the User Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Rally has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Rally has the right to suspend or terminate your access to the Site and refuse any and all current or future use of the Services (or any portion thereof). To register as a User you must be 18 years or older.
- Amendment of Terms. You agree that Rally retains the right to amend these Terms and the Site, including service offerings and prices at any time, for any reason, and without notice, and the right to terminate the Site or any part of the Site. You agree to review the posting of this Agreement at http://www.rallydev.com/ periodically to be aware of such changes. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement. Any amendments or modifications made by Rally shall be prospective only. You will be bound by all such modifications, whether or not you have notice thereof. If you continue to use the Services once you have been notified of the changes to these Terms, you will be deemed to have accepted those changes.
- Site License. Subject to these Terms, Rally grants you a personal, limited, revocable, non-exclusive and non-transferable license to use the Site, including but not limited to the right to use, but not to reproduce or distribute, any materials made generally available to all other Users of the Site (“Materials”). This license is exclusive to you and you may not sublicense the use of the Site or Materials or provide, disclose, distribute, transfer, or otherwise make available the Site or the Materials to any individuals or entities that Rally has not specifically authorized to receive access to the Site. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or the Materials or displayed by, on, or in the Site. You may use the Site only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site after any termination or expiration of this Agreement for any reason.
- User Conduct. The Service may include information, views, opinions and recommendations of individuals and organizations of interest to Users and the software community. We assume no responsibility for the accuracy, currency, completeness or usefulness of information in any Material and we do not endorse any opinions or recommendations posted by registered Users. You should exercise discretion and skepticism before relying on information in messages or submissions, since it may be incorrect or misleading. If you rely on information posted by other Users you do so solely at your own risk. We do not review, screen or edit “comments” posted by users. Nonetheless, we reserve the right to monitor, not to post or remove any information transmitted or received through the Site or the Service, or to terminate your access and use of the Service, at any time, without notice, in our sole discretion. It is Users’ responsibility to bring violations of the Terms of Service to our attention, although we do not guarantee any action based on such information. You agree that you will not use the Site:
- for any illegal purposes or submit, post, upload, or otherwise transmit any content through the Services (“User Content”) that is unlawful, defamatory, libelous, invasive of another’s privacy, abusive, threatening, harassing, vulgar, obscene, indecent or otherwise objectionable;
- to submit, post, upload or otherwise transmit any User Content that infringes or otherwise violates the rights of any third party, including without limitation privacy rights, fiduciary rights and proprietary rights;
- to submit, post, upload or otherwise transmit User Content that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
- to advertise or offer to sell any goods or services or use the Site or Materials for any commercial purpose;
- for the transmission of or to conduct, display, or forward surveys, contests, pyramid schemes, junk mail, “spam,” chain letters or other similar communications;
- to impersonate, or otherwise misrepresent your affiliation with, any other person or entity;
- to falsify or delete any attributions, legends, or other proprietary designations of the origin or source of any content appearing on the Site or contained in a file that is uploaded;
- collect or store personal data about other users; or violate any applicable local, state, federal, or international law or regulation;
- to Provide false information on your registration form, or impersonate someone else.
- User Content. By posting or providing any User Content, you represent that you have all required rights and permissions to do so. Rally does not claim ownership rights in any User Content. You grant to Rally a non-exclusive, royalty-free, perpetual, irrevocable, license to use, copy, distribute, and display any User Content provided by you. Rally reserves the right to remove, delete, move or edit User Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. This license includes the right for Rally to post the User Content in any web log and to copy, archive, distribute, transmit, display, edit, translate and reformat any User Content, and/or to incorporate it into a collective work, database or archive. You are entirely responsible for all User Content and Rally will not be liable for any such User Content. You agree to indemnify and hold Rally harmless for any violation of this provision.
- Third Party Software and Linking. Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Rally makes no warranty with regard to the products or website of any other entity. Rally has no control over the content or availability of any third-party software or website. In particular, (a) Rally makes no warranty that any third-party software you download or website you visit
will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) Rally notifies you that it is your responsibility to become familiar with any website’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns.
- Monitoring of Content.
You understand that Rally can access and disclose information or otherwise
provide access to third parties for the following reasons:
- to send an e-mail message to you upon your request;
- to maintain the Site and to develop new and useful features and services;
- to follow a court order, subpoena, complaint or a lawful request from governmental authorities;
- to enforce these Terms;
- to respond to claims that any User Content violates the rights of third-parties;
- to respond to your requests for customer service; and
- to protect the rights, property, or personal safety of Rally, its users and the public.
- Suspension and Termination of Access and Membership. Rally reserves the right to suspend or terminate your access to and/or use of the Site and remove and discard any User Content at any time, without notice, for any reason, including but not limited to the following: Breach of these Terms, including policies or guidelines set forth by Rally elsewhere; Conduct that Rally believes is harmful to other users of Rally or the business of Rally or other third party information providers.
Further, you agree that Rally shall not be liable to you or any third party for any termination of your access to the Site. Rally reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Rally shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or the Services.
- Disclaimer Warranty . THE CONTENT AND/OR MATERIALS AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, RALLY MAKES NO WARRANTY THAT ITS SITE, INCLUDING THE SERVICES, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THIS SITE OR OUR SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA ENTERED ARE SECURE FROM UNAUTHORIZED ACCESS. RALLY MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE SITE OR ADVERTISED THROUGH THE RALLY SITE. NO ADVICE OR INFORMATION GIVEN BY RALLY, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
Terms Applicable to All Users of the Site
- Limitation of Liability.
- YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE, INCLUDING ANY SOFTWARE OR OTHER MATERIALS ON THE SITE, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL RALLY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS,OR ANY THIRD PARTY PROVIDER OF DATA OR INFORMATION, BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS REVENUE, LOST PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, OR YOUR RELIANCE ON ANY ADVICE, INFORMATION, OR CONTENT ON THE SITE OR PROVIDED AS PART OF THE SERVICES, EVEN IF RALLY OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT RALLY SHALL HAVE NO LIABILITY FOR ANY USER CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL CONTENT ABOUT YOURSELF IN YOUR USE OF THE SITE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
- IF YOU ARE DISSATISFIED WITH THE SITE, OR WITH ANY OF THESE TERMS, OR FEEL RALLY HAS BREACHED THESE TERMS YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF RALLY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF EITHER THE AMOUNT PAID BY YOU FOR THE SERVICES IN QUESTION OR ONE HUNDRED DOLLARS (US$100) TOTAL. IT IS THE INTENTION OF BOTH OF US THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Disclaimers. YOU ACKNOWLEDGE THAT, AS PART OF THE SERVICES, YOU MAY BE PROVIDED OPINIONS, STATEMENTS, RECOMMENDATIONS, AND INFORMATION FROM THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. RALLY DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS, COMPLETENESS OR CREDIBILITY OF ANY SUCH OPINION, STATEMENT, RECOMMENDATION OR OTHER CONTENT CONTAINED IN, UPLOADED TO, OR DISTRIBUTED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT YOU WILL RELY ON ANY SUCH OPINIONS, STATEMENTS, RECOMMENDATIONS, INFORMATION, AND CONTENT SOLELY AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED TO YOU â€œAS ISâ€ WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RALLY AND ITS SUPPLIERS, DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND THE SERVICES, AND ALL INFORMATION DERIVED FROM THE SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, ALTHOUGH RALLY INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES, RALLY DOES NOT WARRANT THAT THE SITE, THE SERVICES OR CONTENT CONTAINED IN THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICES IS FREE OF ERRORS, VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, ANY IMPLIED WARRANTIES WILL END NINETY (90) DAYS AFTER YOU FIRST USE THE SITE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- Indemnification. Indemnification. You agree to indemnify and hold Rally, and its subsidiaries, affiliates, officers, agents, co-branders, other partners, employees and other Users, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content, your use of the Services, your connection to the Services, your violation of these Terms, or your violation of any rights of another.
- Applicable Law and Jurisdiction. The parties agree that this Agreement and any claims hereunder shall be governed by and subject to the laws of the state of Colorado, without giving effect to any principles of conflicts of law. In the event that a dispute is required to be litigated, you agree that the proper forum for any and all claims under this Agreement will be the state and federal courts located in Denver County and Boulder County, Colorado, and you agree to submit to the jurisdiction of these courts. The prevailing party in any action will be entitled to recover reasonable expenses, including attorneys’ fees. Your use of the Site and Service is subject to all applicable local, state, national and international laws and regulations.
- No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
- Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Rally as a result of this Agreement or use of the Services.
- Force Majeure. Rally will be not liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Rally’s reasonable control.
- Waiver. The failure of Rally to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Rally in writing.
- Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpretation.
- Entire Agreement. This Agreement constitutes the entire agreement between you and Rally and governs your use of the Site, superseding any prior agreements between you and Rally. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.