Comment Fields for Jira - Terms of Service

Comment Fields for Jira — Terms of Service

Using this Agreement

Standard Agreement. This Terms of Service ("Standard Agreement") sets forth the terms and conditions under which BranchCreation S.L.U. ("Provider") makes available subscriptions to Comment Fields for Jira, a Cloud Service offered through a listing on the Atlassian Marketplace (each, a "Product"). Provider may add or modify terms ("Additional Terms") or add attachments by stating so in its Marketplace listing. Any Additional Terms and Attachments are collectively "Provider-Specific Terms." Capitalized terms are defined in context or in the Definitions section below.

Entering the Agreement. Customer and Provider agree to this Standard Agreement and any Provider-Specific Terms (collectively, the "Agreement") upon Customer's first entry into an Order ("Effective Date").

Orders. As specified on the Atlassian Marketplace, an Order may be between Customer and Atlassian (or another reseller or agent of Provider) or directly with Provider. Each Order creates a separate Agreement between Provider and Customer, but Orders do not become part of the Agreement.

Order of Precedence. In the event of a conflict between the elements making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms, and (iii) this Standard Agreement.

Products

Cloud Service. Subject to this Agreement, Customer may use Comment Fields for Jira for its own business purposes in accordance with the Permitted Use. The app reads issue comments in Customer's Jira Cloud site and writes them into three read-only custom fields (First comment, Last comment, All comments count), and allows Customer to export the current JQL search result to Excel.

Users. Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions through the Product, and for their compliance with this Agreement. Customer will ensure Users keep login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.

Customer Data

Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data (including issue comment content, author display names, timestamps, and the issue fields used for the Excel export) solely to provide and maintain the Cloud Service under this Agreement. Provider will not otherwise disclose Customer Data to third parties except as permitted in this Agreement or described in the Privacy Policy.

Security. Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data. The app runs on the Atlassian Forge platform ("Runs on Atlassian"); no Customer Data is transmitted to Provider's own servers.

Usage Data. Provider may collect Usage Data (e.g. sync counts, timestamps, pagination tokens stored in Forge Key-Value Storage) and use it to operate, improve, and support the Product. Provider will not disclose Usage Data externally unless it is de-identified and aggregated across customers. Usage Data is never used for advertising.

Mutual Compliance with Laws

Each party will comply with all Laws that apply to its performance under this Agreement.

Support and SLA

Support. Provider will provide support for the Product as described at Comment Fields for Jira

SLA. No formal SLA is provided for this Product.

Warranties

Mutual Warranties. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, and (b) it will use industry-standard measures to avoid introducing Viruses into the Cloud Service.

Performance Warranty. Provider warrants that the Product will perform materially as described in the Documentation and that Provider will not materially decrease the overall functionality of the Cloud Service during the Subscription Term (the "Performance Warranty").

Claim Report. Customer must report a breach of warranty in reasonable detail ("Claim") within 30 days after discovering the issue (the "Claim Period").
Remedy. Within 30 days of receiving a verified Claim during the Claim Period (the "Fix Period"), Provider will use reasonable efforts to correct or provide a reasonable workaround (a "Fix"). If Provider fails to provide a Fix during the Fix Period, either party may terminate the Subscription for the nonconforming Product on notice, and Provider will refund any prepaid, unused fees for the terminated portion of the Subscription Term.
Exclusive Remedy. The procedures above are Customer's exclusive remedies and Provider's sole liability for breach of the Performance Warranty.

Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Provider's warranties above do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modification of the Product. These disclaimers apply to the full extent permitted by Law.

Usage Rules

Compliance. Customer represents and warrants that it has all rights necessary to use Customer Data with the Cloud Service and to grant Provider the rights specified in this Agreement, without violating any third party's intellectual property, privacy, or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data.

High-Risk Activities and Sensitive Data. Customer (a) will not use the Product for High-Risk Activities, (b) will not submit Sensitive Data to the Cloud Service, and (c) acknowledges that the Product is not designed for use prohibited in this section, and Provider has no liability for such use.

Restrictions. Customer will not, and will not permit anyone else to: (a) sell, sublicense, distribute, or rent the Product, grant non-Users access to it, or use it to provide a hosted or managed service to others; (b) reverse engineer, decompile, or seek to access the Product's source code, except where prohibited by Law and only after advance notice to Provider; (c) copy, modify, create derivative works of, or remove proprietary notices from the Product; (d) conduct security or vulnerability testing of the Cloud Service or interfere with its operation; (e) circumvent access restrictions to the Product; or (f) use the Product to develop a competing product or service.

Third-Party Platforms

To the extent offered by Provider, Customer may enable integrations or exchange Customer Data with Third-Party Platforms (e.g. other Atlassian Marketplace apps). Customer's use of a Third-Party Platform is governed by its own agreement with that provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.

Professional Services

Provider will perform any agreed Professional Services as described in a Statement of Work. Customer will give Provider timely access to Customer Materials reasonably needed for the Professional Services, and Provider will use them only for that purpose. Customer may use code or other deliverables Provider furnishes as part of Professional Services only in connection with Customer's authorized use of the Product under this Agreement.

Fees

Fees will be as stated in the Order, and payment terms are as set forth in the Order or the terms of the Atlassian Marketplace.

Suspension

Provider may suspend Customer's access to the Cloud Service due to a Suspension Event, but where practicable will give prior notice so Customer can resolve the issue. Prior notice is not required in exigent circumstances or where suspension is needed to avoid material harm or a violation of Law. Once resolved, Provider will promptly restore access. "Suspension Event" means: (a) Customer's account is 30+ days overdue; (b) Customer is in breach of the Usage Rules section; or (c) Customer's use of the Cloud Service risks material harm to the Cloud Service or others.

Term and Termination

Subscription Terms. Each Subscription Term lasts an initial 12-month period unless the Order states otherwise.

Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated. If no Subscription is in effect, either party may terminate this Agreement for any or no reason on notice to the other.

Termination. Either party may terminate this Agreement (including all Subscriptions) if the other party (a) fails to cure a material breach within 30 days of notice, (b) ceases operation without a successor, or (c) seeks protection under, or has instituted against it and not dismissed within 60 days, bankruptcy or similar insolvency proceedings.

Data Export and Deletion.

During a Subscription Term, Customer may export Customer Data from the Cloud Service (e.g. via the app's Excel export feature) or Provider will otherwise make it available as described in the Documentation.
Within 60 days of a request after termination or expiration, Provider will delete Customer Data, and each party will delete the other's Confidential Information in its possession.
Either party may retain data per its standard backup/record-retention policies or as required by Law, subject to the Security, Confidentiality, and any DPA provisions of this Agreement.

Effect of Termination. Customer's right to use the Product ceases upon termination or expiration, subject to the Data Export and Deletion terms above. Sections dealing with Usage Data, Disclaimers, Usage Rules, Data Export and Deletion, Intellectual Property, Limitations of Liability, Indemnification, Confidentiality, General Terms, and Definitions survive termination.

Intellectual Property

Reserved Rights. Neither party grants the other any rights not expressly set out in this Agreement. Customer retains all rights in Customer Data and Customer Materials. Provider and its licensors retain all rights in the Product and related technology.

Feedback. If Customer gives Provider feedback about the Product, Provider may use it without restriction or obligation. Feedback is provided "AS IS," and Provider will not publicly identify Customer as its source without permission.

Limitations of Liability

General Cap. Each party's entire liability arising out of this Agreement will not exceed the General Cap.

Consequential Damages Waiver. Neither party will be liable for indirect, special, incidental, reliance, or consequential damages, or for loss of use, lost profits, or interruption of business, even if advised of their possibility.

Exceptions and Enhanced Cap. The General Cap and Consequential Damages Waiver do not apply to Enhanced Claims or Uncapped Claims. For Enhanced Claims, each party's liability will not exceed the Enhanced Cap.

Nature of Claims. These waivers and limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise) and survive even if a limited remedy fails of its essential purpose.

Liability Definitions.

"Enhanced Cap" means three times (3x) the General Cap.
"Enhanced Claims" means Provider's breach of the Security provisions, or either party's breach of a DPA.
"General Cap" means amounts paid or payable by Customer to Provider in the 12 months preceding the first incident giving rise to liability.
"Uncapped Claims" means (a) indemnification obligations, (b) infringement or misappropriation of the other party's intellectual property, (c) breach of Confidentiality (excluding Customer Data breaches), and (d) liabilities that cannot be limited by Law.

Indemnification

Indemnification by Provider. Provider will defend and indemnify Customer against third-party claims that the Product, used as authorized under this Agreement, infringes or misappropriates a third party's intellectual property rights ("Provider-Covered Claim").

Indemnification by Customer. Customer will defend and indemnify Provider against third-party claims arising from Customer's breach of the Compliance or High-Risk Activities/Sensitive Data provisions ("Customer-Covered Claim").

Procedures. The indemnifying party's obligations are subject to prompt notice, the exclusive right to control investigation/defense/settlement, and reasonable cooperation from the indemnified party. Settlements requiring the indemnified party to admit fault need its prior approval.

Mitigation. In response to an infringement claim, Provider may: (a) procure continued-use rights, (b) modify or replace the affected portion of the Product without materially reducing functionality, or (c) terminate the affected Subscription and refund prepaid, unused fees.

Exceptions. Provider's indemnification obligations do not apply to claims resulting from (a) modification or unauthorized use of the Product, (b) combination with items not provided by Provider (including Third-Party Platforms), or (c) use of an outdated release where a newer, non-infringing release was made available at no charge.

Exclusive Remedy. This section is the indemnified party's exclusive remedy and the indemnifying party's sole liability for the claims it covers.

Confidentiality

Use and Protection. Each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose it to third parties without the discloser's prior approval except as permitted here, and (c) protect it using at least the same precautions it uses for its own similar information, and no less than a reasonable standard of care.

Permitted Disclosures. Confidential Information may be disclosed to employees, agents, contractors, and representatives with a legitimate need to know, and as required by Law (with advance notice where legally permitted).

Exclusions. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already rightfully known or possessed, was rightfully received from a third party, or was independently developed without reference to the Confidential Information.

Remedies. Breach of this section may cause harm not adequately remedied by damages alone; the discloser may seek equitable relief, including an injunction, in addition to other remedies.

Publicity

Neither party may publicly announce this Agreement without the other's prior approval, except as required by Law.

Trials and Betas

Use of any Trial or Beta version of the Product is permitted only for Customer's internal evaluation during the period stated in the Order (or, if none is stated, 30 days). Either party may terminate such use at any time. Trials and Betas may be inoperable, incomplete, or include features never released. Provider offers no warranty, indemnity, SLA, or Support for Trials and Betas, and its liability for them will not exceed US$1,000.

General Terms

Assignment. Neither party may assign this Agreement without the other's prior consent, except in connection with a merger, reorganization, acquisition, or transfer of substantially all assets or voting securities (with notice to the other party). Non-permitted assignments are void.

Governing Law and Courts. Unless otherwise specified in Provider-Specific Terms, this Agreement is governed by the laws of Spain, and the parties submit to the exclusive jurisdiction of the courts of Elche, Alicante, Spain.

Notices. Notices must be in writing to the addresses specified by each party, and are deemed given upon personal delivery, receipt of certified/registered mail, one day after dispatch by commercial overnight courier, or upon delivery by email. Provider's notice address: support@branchcreation.com. Provider may also send operational notices through the Product.

Entire Agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes prior agreements on the same subject. Headings are for convenience only. Terms in Customer purchase orders do not amend this Agreement. Neither Atlassian (as Marketplace operator) nor Bonterms (publisher of the underlying Standard Agreement) is a party to this Agreement or has any liability in connection with its use.

Amendments. Amendments must be in writing and signed by each party's authorized representatives. Orders may contain Use Restrictions but do not otherwise amend this Agreement.

Operational Changes. With notice to Customer, Provider may update its Acceptable Use Policy, Security Measures, SLA, or Support Policy to reflect new features or changing practices, provided changes are not retroactive and do not materially decrease Provider's overall obligations during a Subscription Term.

Waivers and Severability. Waivers must be signed by the waiving party's authorized representative. If any provision is held invalid or unenforceable, it will be limited to the minimum extent necessary so the rest of the Agreement remains in effect.

Force Majeure. Neither party is liable for delay or failure to perform due to a Force Majeure event. If it materially affects the Product for 15+ consecutive days, either party may terminate the affected Subscription on notice, with a refund of prepaid, unused fees; this does not limit Customer's obligation to pay fees already owed.

Subcontractors. Provider may use subcontractors to fulfill its obligations but remains responsible for their compliance and for its overall performance under this Agreement.

Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

Open Source. The Product may include third-party open source software ("Open Source") as listed in the Documentation or available on request. Customer's license to any Open Source component is governed by that component's own license, not this Agreement, to the extent required by that license.

Export. Each party will comply with applicable export and import Laws, and represents it is not listed on any government list of prohibited or restricted parties, nor located in (or a national of) an embargoed or sanctioned country. Customer will not submit data controlled under the U.S. International Traffic in Arms Regulations to the Cloud Service.

Government Rights. To the extent applicable, the Product is "commercial computer software" or a "commercial item" for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure, or transfer of the Product is governed solely by this Agreement.

Definitions

"Acceptable Use Policy" or "AUP" — see the Compliance clause under Usage Rules.
"Additional Terms" — see Using this Agreement.
"Agreement" — see Using this Agreement.
"Amendment" — see the Amendments clause under General Terms.
"Attachments" — any AUP, Security Measures, SLA, Support Policy, or other policy specified in the Provider-Specific Terms.
"Cloud Service" — Comment Fields for Jira, Provider's SaaS/cloud app as identified in the Atlassian Marketplace listing.
"Confidential Information" — information disclosed by one party to the other under this Agreement that is marked confidential or should reasonably be understood as such. Provider's Confidential Information includes technical/performance information about the Product; Customer's includes Customer Data.
"Courts" — see Governing Law and Courts.
"Customer" — the party placing the Order.
"Customer Data" — any data, content, or materials Customer (including its Users) submits to its Jira Cloud site and that the Product processes, including comment authors, timestamps, comment text, and related issue fields.
"Customer Materials" — materials Customer makes available to Provider in connection with Professional Services.
"Data Protection Addendum" or "DPA" — see Customer Data.
"Documentation" — Provider's standard usage documentation for the Product (including the user manual and Privacy Policy).
"Effective Date" — see Using this Agreement.
"Force Majeure" — an unforeseen event beyond a party's reasonable control (strike, war, pandemic, act of terrorism, riot, third-party internet/utility failure, government license refusal, natural disaster), where the affected party takes reasonable measures to avoid or mitigate its effects.
"Governing Law" — see Governing Law and Courts.
"High-Risk Activities" — activities where use or failure of the Product could lead to death, personal injury, or environmental damage (e.g. life support, emergency services, nuclear facilities, autonomous vehicles, air traffic control).
"Laws" — all laws, regulations, rules, court orders, or other binding government requirements applicable to a party.
"Listing" — Provider's description of the Product and Subscriptions on the Atlassian Marketplace.
"Marketplace" — the Atlassian Marketplace, on which Provider has published its Listing.
"Open Source" — see Open Source under General Terms.
"Order" — an order by Customer for a Subscription entered into through the Atlassian Marketplace.
"Permitted Use" — use of the Product per the applicable Subscription, any Use Restrictions, and the Documentation.
"Product" — Comment Fields for Jira.
"Professional Services" — any training, migration, or other professional services Provider furnishes related to the Product.
"Provider" — BranchCreation S.L.U.
"Provider-Specific Terms" — see Using this Agreement.
"Security Measures" — see Security under Customer Data.
"Sensitive Data" — (a) protected health information under HIPAA; (b) financial account numbers; (c) social security numbers, driver's license numbers, or other government IDs; (d) special categories of data under EU Regulation 2016/679, Art. 9(1), or successor legislation.
"Service Level Agreement" or "SLA" — see Support and SLA.
"Standard Agreement" — see Using this Agreement.
"Statement of Work" — a signed statement of work for Professional Services referencing this Agreement.
"Subscription" — Customer's right to access the Product as described in the Listing and applicable Order.
"Subscription Term" — the term for a Subscription as identified in the Order.
"Support" — see Support and SLA.
"Support Policy" — see Support and SLA.
"Suspension Event" — see Suspension.
"Third-Party Platform" — any product, add-on, or platform not provided by Provider that Customer uses with the Cloud Service.
"Trials and Betas" — access to the Product on a free/trial basis, or features designated "beta" or "early access."
"Usage Data" — Provider's technical logs and data about Customer's use of the Product, excluding Customer Data.
"Use Restrictions" — user, seat, copy, installation, license, or other scope-of-use restrictions specified in a Listing or Order.
"User" — anyone Customer allows to use its accounts for the Product.
"Virus" — viruses, malicious code, or similar harmful materials.