SOFTCOMPLY RISK MANAGER PLUS TERMS OF SERVICE
We are SoftComply (registry code 14013101, located at Teaduspargi 6/1, Tallinn, Harju County, 12618, Republic of Estonia), (hereinafter “SoftComply” ,“we”, “us” or “our”) a company established and existing under the laws of Republic of Estonia, providing SoftComply Risk Manager software as a service (hereinafter also “Software”).
Our Software is intended for the Atlassian Jira users developing safety–critical products. Our Software helps you (hereinafter “you” or “your” or “customer”,) to manage your product risks, including risks related to development of medical devices. It provides an easy way to identify, manage and trace your product risks.
The Services made available by us are hereinafter referred to as “Services”. Making use of the Services requires you to obtain and maintain (at all times) a valid right to use the Atlassian Jira software (as described and currently available at https://www.atlassian.com/software/jira).
These terms of service (hereinafter “Terms of Service”) apply to all persons who use the Services. By accepting these Terms of Service, you confirm that you have carefully read and understand these Terms of Service and you agree to be bound by these terms and policies referenced herein. Once accepted by you, the Terms of Service form a legally binding contract between you and SoftComply for using the Software and the Services (hereinafter “Agreement”).
1. Accessing the services
1.1. Our Software is an Atlassian add-on. For accessing the Software and the Services you would first need to register and accept the terms and conditions of Atlassian Marketplace as currently available at https://www.atlassian.com/licensing/marketplace/termsofuse and become a user of Atlassian Jira software. For accessing the Services and using the Software you shall also accept these Terms and Service. By doing so, you are entering into a binding Agreement with us.
1.2. You may install the Software from Atlassian Marketplace at https://marketplace.atlassian.com/ by following the installation and payment instructions indicated at Atlassian Marketplace. Applicable price for the Software and the Services is also made available at Atlassian Marketplace.
1.3. If you are a natural person, then in order to enter into the Agreement, you must be at least 18 years of age or have a valid authorization from your legal representative or custodian. If you are a legal entity, you must be duly incorporated and have full legal capacity. If you are entering into the Agreement on behalf of a legal entity, such as your employer or the company you provide services to, you affirm that you have the legal authority to bind that entity.
1.4. The Agreement is considered entered into as of accepting the Terms of Service. For avoidance of any doubt, you may not use the Services before you have accepted the Terms of Service.
1.5. The Agreement shall further extend to any new features, functions, enhancements and developments in the Software and the Services, including the release of new tools.
2. Rights granted to you
2.1. Subject to the Terms of Service, you are granted a limited non-exclusive license to use the Services and the Software via Atlassian Jira software during the license term. The Software (including all features of the Software) is solely and exclusively owned and operated by us. Intellectual property rights, including, but not limited to, any and all copyrights, trademarks, service marks and trade names contained in the Software, are owned by us, our affiliates and/or third-party licensors.
2.2. By the Services we provide you with a tool which helps you manage and trace risks of your product. However, managing all risks, completion of all the necessary documents and compliance with all the applicable laws, regulations and requirements shall be solely the responsibility of you. We do not take the responsibility in relation to an audit or other compliance, regulatory or quality assurancematter of any kind which concerns a product or unit of your activity.
2.3. The Services are based on international standards and their requirements, such as ISO 14971:2012 and IEC 62304:2006 (as amended in 2008 and 2015). By using the Services, you can visualize software risks and summarize initial and final software risks in risk matrices requirements but you are solely responsible that your software or product is safe, compliant and serviceable. We do not take responsibility for the safety, compliance and serviceability of your software or product.
2.4. You are not allowed to lease the Services, the Software and the features provided to you via the Software, rent it or commercialise it in other way. You are also not allowed to provide third party access to the Software or the Services. You understand that your use of the Software or the Services does not grant you ownership of any content of the Software or the Services.
2.5. Unless provided by the applicable law, you shall not modify, translate, disassemble, decompile or re-engineer a part or the whole of the Software. You shall not copy, distribute or publish any content of the Software, unless provided by the applicable law.
2.6. It is prohibited to:
2.6.1. use the Software or the Services for any unlawful purpose;
2.6.2. solicit others to perform or participate in any unlawful acts;
2.6.3. violate any international or local regulations, rules and laws;
2.6.4. harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
2.6.5. submit any false or misleading information;
2.6.6. upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Software or the Services;
2.6.7. spam, phish, pharm, pretext, spider, crawl, or scrape;
2.6.8. use the Services for any obscene or immoral purpose;
2.6.9. interfere with or circumvent the security features of the Software or the Services or any related website, other websites, or the Internet;
2.6.10. use the Software or the Services if you are not able to form legally binding contracts (for example if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
2.6.11. circumvent any technical measures we use to provide the Services.
2.7. We do not guarantee that your use of the Services will always be uninterrupted, timely, secure or error-free. You understand that there might be occasions when the Service may be interrupted for an indefinite time period, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to the failure of telecommunications links and/or equipment.
2.8. We do not provide you any data storage service. You are solely responsible for your data storage. We may store your data in servers, including cloud servers, but we are not responsible for the retention of your data. You are responsible for making backup copies of your data and making sure that your data is retained.
2.9. We may, at any time, provide or make available updates or upgrades, including without limitation, bug fixes, service enhancements, new features, deletion of existing functions, or modifications. Updates will be governed by these Terms of Service, unless separate terms and conditions are provided with such updates, in which case that separate terms and conditions shall govern the updates.
2.10. We reserve the right to update, change or replace any part of Terms of Service. We will notify you of such cases in the course of provision of the Services. Your continued use of the Software or the Services after posting of any changes constitutes acceptance of those changes.
2.11. We reserve the right to refuse to enter into the Agreement with a Customer and to provide the Services (including but not limited to the access to the Software) on the basis of the objective justification at any time.
3.2. We collect and process only such data that is voluntarily submitted to us by you. We do not collect or process any other data about you.
3.3. We use Personal Data only for the purposes and to the extent that it is necessary for providing you with the Services.
3.4. We do not disclose Personal Data to any third parties, unless it is necessary to operate, maintain, enhance or provide features of the Services, to collect fees, to provide information that you request, to understand and analyse the usage trends and your preferences, to improve the Software and the Services or to send communications.
3.5. We may transfer, process and store Personal Data in cloud databases that are located outside of Estonia. You confirm your agreement to such processing and storage.
3.6. You have the right to access, amend, correct inconsistencies of or update any Personal Data, or request that we delete Personal Data obtained. We retain the Personal Data collected from you only during the term of the Agreement or as long as it is necessary for complying with the conditions of this Agreement.
3.8. Upon processing Personal Data we shall follow all applicable laws and regulations regarding the protection of personal data. You shall have all rights arising from applicable personal data legislation.
4. Linked sites and third party content
4.1. The Software and the Services are made available via Atlassian Marketplace. Atlassian may determine the availability of an Atlassian Marketplace add-on. Atlassian may stop a transaction, or restrict access to the Services and the Software. We are not responsible and do not bear any liability if your access to the Services is ceased or limited by Atlassian. In such case, all claims should be submitted directly to Atlassian.
4.2. The Software and the Services may include links to other websites or services or to third party content. We do not endorse any such linked sites or third party content or the information, material, products, or services contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on the linked sites or available through the linked sites is solely at your own risk.
4.3. Your compliance with the terms of Atlassian Jira service is your own sole responsibility. We do not bear any responsibility for any of your violation of such terms, even if it has occurred in the process of provision of our Services.
5.1. The Services are subject to a monthly fee as an advance payment for the following month. Fee is charged in currency indicated at the Atlassian Marketplace (with relevant VAT information).
5.2. Fee for using the Services a nd the Software shall be calculated on the basis of your users as indicated at the Atlassian Marketplace at https://marketplace.atlassian.com. We are entitled to change the applicable fee from time to time. Please see the Atlassian Marketplace for currently applicable fees. The fee is payable to Atlassian via Atlassian Marketplace.
5.3. For acceptable payment methods please see the terms and conditions of the Atlassian Martketplace, licensing and purchasing information currently available at https://www.atlassian.com/licensing/purchase-licensing
6. Term and termination
6.1. The Agreement is concluded without a term.
6.2. Both you and we have right to ordinary cancellation of the Agreement, by serving the other party a thirty (30) days prior notice. Upon termination of this Agreement no advance payments will be refunded.
6.3. We are entitled to terminate the Agreement extraordinarily if you have materially violated the Agreement or have not remedied any violation within 10 (ten) days after being notified by us.
7. Liability and idemnification
7.1. The Software, the Services and any content, or services or features made available in conjunction with or through the Software or the Services is provided “as is” and “as available” without any warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties.
7.2. We do not warrant or guarantee that the Services will be compatible with all or any hardware and software which you may use, available all the time or at any specific time, uninterrupted, secure or error free, suitable for your requirements or free from viruses, interference, hacking or other security intrusion.
7.3. Including, but not limited to, we shall not be responsible for the following:
7.3.1. any permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Software or the Services;
7.3.2. any interruption or cessation of transmission to or from the Software or the Services;
7.3.3. any bugs, viruses, Trojan horses or the like, which may be transmitted to or through the Software or the Services;
7.3.4. any decision made or any action taken by you in reliance of the data or recommendations provided by us;
7.3.5. deletion of, corruption of, or failure to store any content or data;
7.3.6. any disclosure, loss or unauthorized use of the login credentials due to Customer’s failure to keep such credentials confidential;
7.3.7. the incompatibility of technologies used for accessing the Software and the Services, for example if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile device or a tablet.
7.4. You understand and confirm that all decisions made by you relying on any information obtained by using the Software and the Services, including the decisions regarding the safety of your software, are your own full responsibility. We will not be liable for any Customer’s decision.
7.5. We are not liable for any violation of law by you in front of any third persons. We do not take responsibility for the safety, compliance and serviceability of your software or product.
7.6. You agree to indemnify us, our partners and sub-contractors engaged in the provision of the Services against any costs, damage, claims (including but not limited to claims of third parties), liabilities and expenses incurred as a result of Customer’s violation of this Agreement, any provisions of the applicable law or provisions of third party contract.
7.7. In any case, our liability for violation of this Agreement shall be limited to the monthly fee actually paid to us for the Services provided hereunder. The limitation is not applied in the case of wilful breach of this Agreement.
7.8. We shall not be liable to you for anything that is the result of any events beyond our reasonable control ( “Force Majeure”), including, but not limited to, acts of nature, storm, fire, earthquake, explosion, flood, war, insurrection, riots, terrorism, crime, labor shortages and strikes, lockout or other industrial action, embargoes, terrorism, crime, the weather and climate conditions, default or failure of a third party, electrical failure, confiscation and action or threat of action of any government or government agency.
8. Governing law and jurisdiction
8.1. These Terms of Service shall be governed by the laws of the Republic of Estonia.
8.2. Any disputes arising from these Terms of Service shall be settled in the Harju County Court in the Republic of Estonia.
9.1. If any term, condition or provision of these Terms of Service is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
9.2. Our failure to exercise or enforce any provision of or any of our rights under these Terms of Service shall not mean that we have deemed a waiver of future enforcement of that or any other provision or right.
By purchasing the product, you confirm that you have carefully read and understand all terms set forth above and you agree with the Terms of Service.