Pivotal Tracker Policies


End User License Agreement

PIVOTAL LABS PIVOTAL TRACKER

SOFTWARE LICENSE AGREEMENT AND TERMS AND CONDITIONS

Revised: March 27, 2009 (updated Section H)

Welcome to Pivotal Labs ("Pivotal"). Pivotal provides services (the "Services") available at our Web site (the "Site") http://www.pivotaltracker.com to you ("you" or "User").

The following software license and terms and conditions, along with any other policies or guidelines posted on this Site, shall govern your use of this Site, the Services, and the Pivotal Tracker project management software ("Software"). By using this Site, the Services, the Software, and any application, plug-in, component, functionality, or program created by Pivotal, you are agreeing to the following terms and conditions. Please read them carefully before using the Site, Services, or Software.

By visiting this Site and/or by completing the registration process for the Services and/or Software, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. The Site, Services, and Software are available ONLY TO USERS 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.

A. MODIFICATIONS TO THIS AGREEMENT

The Internet and technology are rapidly changing. Accordingly, we reserve the right to change, modify or otherwise alter these terms and conditions from time to time. We will contact you if we do so, which is why it is important that you notify us immediately if your email address changes. If you are a registered user, you must click to accept the new agreement the next time you log onto the site in order to be able to use the interactive portions of the Site. You can also find the most recent version of these terms and conditions at http://www.pivotaltracker.com/policy/eula, with the date of last modification noted above. We encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. Should you have any questions regarding the use of our Site, please contact us at: tracker@pivotallabs.com.

B. SOFTWARE LICENSE GRANT TO YOU

Pivotal hereby grants you a personal, worldwide, revocable, royalty-free, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use the Software solely in connection with the Services and in accordance with these Terms of Use subject to the restrictions in Section C.

C. SOFTWARE LICENSE RESTRICTIONS

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Pivotal Labs, in writing. Unless Pivotal Labs has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. If you attempt to transfer or assign this license, such transfer or assignment will be void and without effect. You further agree not to: (1) sell, rent, lease or otherwise transfer in whole or in part the Software and related documentation to any third party; or (2) use the Software in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right.

D. BETA RELEASE VERSIONS OF THE SOFTWARE AND SERVICE

Notwithstanding anything to the contrary in this Agreement, in the event that the version of the Software or Service is a "beta release" or other pre-release version ("Beta Release"), the Beta Release may contain, in Pivotal's sole discretion, more or fewer features or different licensing terms than a subsequent commercial release. While Pivotal generally intends to distribute commercial versions of Beta Releases, Pivotal reserves the right not to release a later commercial version of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release may contain errors affecting its proper operation and that you assume all risk and liability for production use.

E. YOUR REGISTRATION OBLIGATIONS

To obtain and use the Services or Software, you will be required to register with Pivotal by completing a registration form and designating a user ID and password. By using the Site you represent that: (a) the information you provide upon registration is true, accurate, current and complete (such information being the "Registration Data"); (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) you are not violating any applicable law or regulation; (d) you are 13 years of age or older; and (e) you will comply with the rules for online conduct described in Section F below. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services or Software (or any portion thereof).

F. PASSWORD

You may not authorize any third party to access or use the Services or Software on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Pivotal of any unauthorized use of your user ID or password or any other breach of security. Pivotal cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

G. USER CONDUCT/ACCEPTABLE USE POLICY

You may not use the Site, Services or Software in any way that violates applicable federal, state, or international law, or for any unlawful purpose. You may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Pivotal or others. You are entirely responsible for the content of, and any harm resulting from any of your postings or submissions to the Site (collectively, "Contributions").

When you create or make available a Contribution, you represent and warrant that you:

  1. will not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Pivotal Site, computer systems and network, or the Services or Software and will not post Contributions that constitute, contain, install or promote spyware, malware or other computer code, whether on Pivotal's or others' computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
  2. will not attempt to interfere with any other person's use of the Services and/or Software;
  3. will not misrepresent your identity or impersonate any person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
  4. will not attempt to gain access to any account, computers or networks related to the Services and/or Software without authorization;
  5. will not attempt to obtain any data through any means from the Services and/or Software, except if we intend to provide or make it available to you;
  6. will not attempt to charge others to use the Services and/or Software either directly or indirectly;
  7. will not use the Services and/or Software to participate in pyramid schemes or to transmit chain letters, or to create an undue burden on the Site or the networks or services connected to the Site, including, without limitation, hacking into the Site, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
  8. will not use the Services and/or Software for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited e-mail or communications or unsolicited commercial e-mail or other communications or engaging in unauthorized farming of, or linking to, the Site without the express written consent of Pivotal;
  9. will not post Contributions that (i) are defamatory, damaging, disruptive, unlawful, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable or incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (ii) contain material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
  10. will not use the Services and/or Software to send or otherwise make available, any Contribution unless you own or have sufficient rights to such Contribution or have received all necessary consents to post such Contribution;
  11. will not post Contributions that violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of Pivotal or any other person;
  12. have fully complied with any third-party licenses relating to Contributions, agree to pay for all royalties, fees and any other monies owed any person by reason of Contributions that you posted to or through the Site;
  13. will not use the Services and/or Software to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another's computer or property;
  14. will not use the Services and/or Software to download any material sent by another user of the Services and/or Software that you know, or reasonably should know, cannot be legally distributed in such manner;
  15. will not use the Services and/or Software to violate any code of conduct or other guidelines which may be applicable to the Services, the Software, or the Site;
  16. will not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Pivotal in connection with the Pivotal Site, Services, or Software; or
  17. will not post Contributions that contain advertisements or solicit any person to buy or sell any products or services (other than Pivotal products and services).

H. GRANT OF LICENSE TO PIVOTAL

As between you and Pivotal, you exclusively own all rights in and to the Contributions that you submit to the Site. Pivotal needs a limited license from you so that we can use your Contributions to make the Services and Site available to you. For example, if you upload product specifications, product drawings or a animated graphic presentation of how a product works to the Site, we need a license from you to display, perform and distribute these Contributions in order to make these Contributions available to you on your project pages. And, if you permit third parties (such as your customers or consultants) to view your project pages, we need to have a license to sub-license your Contributions to these third parties so that they can view and use your group pages.

By making a Contribution to the Site, you grant to Pivotal a limited, perpetual, non-exclusive (meaning you are free to license your Contribution to anyone else in addition to Pivotal), fully-paid, royalty-free (meaning that Pivotal is not required to pay you to use your Contribution), sub-licensable (subject to the restrictions below), transferable (solely because we need the right to transfer this license to a successor Site operator) and worldwide (because the Internet and the Site are global in reach) license to use, modify, perform, display, reproduce and distribute the Contribution for the sole purpose of operating the Site and Services. Pivotal needs the right to “modify” and “reproduce” your Content, because the software and servers hosting the Site modify and reproduce your Content automatically in order to make the Site available.

We will only sublicense your Contribution for the following purposes: (1) to make your Contributions available to any third party (such as a client or a contractor) that you permit to view your project pages on the Site; and (2) to permit a third party hosted services provider to host the Site.

I. INTELLECTUAL PROPERTY RIGHTS AND NOTICES

All contents of the Pivotal's Site, Services, and Software including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement ("Content") are: Copyright © 2007 Pivotal Labs, and/or the proprietary property of its suppliers, affiliates, or licensors. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web sites or other networked computer environment) without the express prior written consent of Pivotal and/or it suppliers, affiliates, or licensors. All rights reserved.

Pivotal, Pivotal Tracker, Tracker, Pivotallabs.com, the Pivotal logo, and the Pivotal Tracker logo are including without limitation, either trademarks, service marks or registered trademarks of Pivotal, and may not be copied, imitated, or used, in whole or in part, without Pivotal's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Pivotal may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services. Unless we have granted you licenses to our intellectual property in these terms and conditions, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

J. COPYRIGHT POLICY

Pivotal may terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any user submission or content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Pivotal Digital Millennium Copyright Act Notice (see Pivotal Tracker copyright notice).

K. THIRD PARTY CONTENT, WEBSITES AND SERVICES

The Site and Services may contain features and functionalities that may link you or provide you with certain functionality and access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some third party content to you as part of the Services and Software. Third party materials accessed through or by means of third party sites may also be protected by copyright and other intellectual property laws. THIS AGREEMENT DOES NOT APPLY TO THIRD PARTY WEBSITES. BEFORE VISITING A THIRD PARTY WEBSITE BY MEANS OF THE SITE OR A LINK LOCATED ON THE SITE, USERS SHOULD REVIEW THE THIRD PARTY WEBSITE'S TERMS AND CONDITIONS, PRIVACY POLICY AND ALL OTHER WEBSITE DOCUMENTS, AND INFORM THEMSELVES OF THE REGULATIONS, POLICIES AND PRACTICES OF SUCH THIRD PARTY WEBSITES.

L. DISCLAIMER OF WARRANTIES

ALL CONTRIBUTIONS, ANY OTHER MATERIALS PROVIDED THROUGH THE SITE, THE SITE, SERVICES, AND SOFTWARE ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. PIVOTAL DOES NOT REPRESENT OR IMPLY THAT PIVOTAL ENDORSES ANY CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SITE, INCLUDING WITHOUT LIMITATION CONTENT HOSTED ON THIRD PARTY WEBSITES, OR THAT PIVOTAL BELIEVES CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS TO BE ACCURATE, USEFUL OR NON-HARMFUL. PIVOTAL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PIVOTAL OR THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. PIVOTAL TAKES NO MORE THAN COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SERVERS ON WHICH ITS DATA AND THE DATA OF ITS CLIENTS IS STORED. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES, CONTRIBUTIONS, SOFTWARE AND ANY OTHER MATERIALS PROVIDED THROUGH THE SITE WILL BE AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIVOTAL, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, CONTRACTORS AND/OR SUPPLIERS (EACH, A "PIVOTAL PARTY," AND COLLECTIVELY, THE "PIVOTAL PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE, SOFTWARE, SERVICES, CONTRIBUTIONS OR ANY OTHER MATERIALS ON OR LINKED TO BY THE SITE. THE PIVOTAL PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS INCLUDING WITHOUT LIMITATION: (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (2) ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, (3) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA, (4) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, SOFTWARE, OR SERVICES, (5) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (6) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (7) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (8) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (9) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, AND/OR (10) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, OR THE EXCLUSION OF CERTAIN DAMAGES. SO, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

M. LIMITATIONS OF LIABILITY

IN NO EVENT WILL ANY PIVOTAL PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFIT DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, SITE, CONTRIBUTIONS, SERVICE OR ANY MATERIALS MADE AVAILABLE ON OR BY MEANS OF THE SITE, EVEN IF SUCH PIVOTAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PIVOTAL'S LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $100.

N. INDEMNIFICATION

You agree to indemnify, defend and hold harmless, the Pivotal Parties to and from and against all losses, liability, claim, demand, expenses, damages and costs, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, Contributions, Software, Services or any other materials available by means of the Site, in violation of this Agreement and/or arising from breach of this Agreement and/or any breach of your representations and warranties set forth above. Pivotal reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Pivotal in asserting any available defenses.

In addition, you agree that Pivotal is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold Pivotal and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by Pivotal that arise out of any third party or governmental claim that involves, relates to or concerns (1) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (2) any dispute concerning the tax status of Pivotal.

O. LIQUIDATED DAMAGES

You acknowledge and agree that spam is harmful to a site, service or network and causes injury, including damage to reputation and goodwill, which is difficult to measure. As a reasonable estimation of harm, you agree to pay Pivotal $50 for each unsolicited commercial email or other unsolicited commercial communication that you send from, to or through the Site.

P. PIVOTAL'S MANAGEMENT OF THE WEBSITE/USER MISCONDUCT

1. Pivotal's Website Management. Pivotal may, but is not required to: (a) monitor or review the Site for violations of this Agreement and for compliance with Pivotal's policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates this Agreement; (c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Contribution or any portion thereof that may violate this Agreement, the law or any Pivotal policy or are excessive in size or burdensome, may violate the law, this Agreement, or any Pivotal policy; and/or (d) manage the Site in a manner designed to protect the rights and property of Pivotal and others or to facilitate the proper functioning of the Site.

2. Pivotal's Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, PIVOTAL RESERVES THE RIGHT TO, IN PIVOTAL'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.

Q. TERM OF THE AGREEMENT

This Agreement shall remain in full force and effect while you use the Site. You may terminate your use or participation at any time, for any reason, by ceasing use of the Site. Upon termination of your Site account for any reason, Pivotal will close your account, and you will no longer be able to retrieve materials contained in the account. Even after your use and participation is terminated, this Agreement will remain in effect, including sections: C-E and G-T.

R. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law principles. Please note that your use of the Services and/or Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Pivotal or relating in any way to your use of the Services and/or Software resides in the courts of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute including any claim involving Pivotal or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

S. NOTICES TO PIVOTAL

You may notify us by e-mail at tracker@pivotallabs.com.

T. MISCELLANEOUS

  1. Entire Agreement. This Agreement constitutes the entire agreement between you and Pivotal regarding the use of the Site and supersedes any prior or contemporaneous understandings and agreements between you and Pivotal related to the subject matter hereof.
  2. Severability. If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.
  3. Assignment. Pivotal may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void.
  4. No Third Party Beneficiaries. This Agreement is between you and Pivotal. There are no third party beneficiaries to this Agreement.
  5. Section Titles. The Section titles in this Agreement are for convenience only and have no legal or contractual effect.
  6. Non-Waiver. The failure of Pivotal to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision.
  7. Independent Contractors. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Pivotal and any user.