End User License Agreement (EULA)

2.1 Software-as-a-Service (SaaS) Model

GitScrum is provided as a cloud-based Software-as-a-Service (SaaS) application. The Software is hosted on servers controlled by GitScrum or its service providers, and you access the Software remotely via the internet through supported web browsers and mobile applications.

Important Distinction: Unlike traditional software licenses where you receive a copy of the software to install on your own devices, this EULA grants you access rights to use the hosted Software, not a license to possess, download (except for mobile apps), or install the underlying software code on your servers. You do not acquire ownership of the Software or any intellectual property rights therein.

2.2 License Grant

Subject to your compliance with this EULA, your active subscription, and payment of applicable fees (for Paid Plans), GitScrum grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:

• Access and Use: Access and use the Software through supported web browsers and mobile applications solely for your internal business purposes
• Authorized Users: Allow your Authorized Users (up to the number permitted under your Subscription Plan) to access and use the Software on your behalf
• Mobile Applications: Download and install GitScrum mobile applications on devices you own or control, solely for accessing the Software in accordance with this EULA
• API Access: Access and use the Software's application programming interfaces (APIs) in accordance with the API documentation and any usage limits specified in your Subscription Plan

2.3 License Scope and Limitations

The license granted under this Section 2.2 is subject to the following limitations:

• User Limits: You may have up to the number of Authorized Users specified in your Subscription Plan (2 users for Free Plan, unlimited users for Paid Plan)
• Geographic Scope: Worldwide, unless restricted by applicable laws or regulations
• Duration: The license is effective from the date you accept this EULA and continues until termination as described in Section 8
• Internal Use Only: The license is for your internal business purposes only. You may not use the Software to provide services to third parties, operate a service bureau, or otherwise exploit the Software commercially on behalf of others without GitScrum's prior written consent

2.4 Mobile Application License

If you download GitScrum mobile applications (iOS or Android), the following additional terms apply:

• The mobile application is licensed, not sold, to you
• The license is limited to installation and use on devices you own or control
• You may not distribute, sublicense, or transfer the mobile application to third parties
• Mobile applications are subject to third-party terms imposed by Apple App Store and Google Play Store, which you must also comply with
• GitScrum reserves the right to terminate your mobile application license if you violate this EULA or third-party platform terms

3.1 Prohibited Modifications and Reverse Engineering

• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Software or any component thereof
• Modify or Create Derivatives: Modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted in this EULA or by applicable law that cannot be waived
• Remove Notices: Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within the Software or Documentation

3.2 Prohibited Distribution and Transfer

• Distribute or Sublicense: Sell, rent, lease, sublicense, distribute, redistribute, or otherwise transfer the Software or any portion thereof to any third party
• Service Bureau Use: Use the Software to operate a service bureau or provide services to third parties without GitScrum's express written permission
• Share Credentials: Share your account credentials or allow unauthorized individuals to access your Account

3.3 Prohibited Competitive and Malicious Activities

• Competitive Products: Use the Software to develop, build, train, or improve competing products or services
• Benchmarking: Conduct competitive analysis, benchmarking, or performance testing without GitScrum's prior written consent
• Circumvent Restrictions: Attempt to bypass, circumvent, or disable any security features, usage limitations, or technical restrictions in the Software
• Interfere with Operations: Introduce viruses, malware, or malicious code, or attempt to disrupt, overload, or impair the Software's functionality, servers, or networks

3.4 Prohibited Legal and Regulatory Violations

• Violate Laws: Use the Software in any manner that violates applicable local, state, national, or international laws or regulations
• Infringe Rights: Use the Software in any way that infringes, violates, or misappropriates the intellectual property, privacy, publicity, or other legal rights of GitScrum or third parties
• Prohibited Content: Upload, store, transmit, or distribute through the Software any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable

3.5 Prohibited Excessive Use

• Abuse Resources: Engage in excessive or abusive use of the Software that places unreasonable strain on GitScrum's infrastructure, including but not limited to automated mass uploads, API abuse, or denial-of-service activities
• Exceed Limits: Exceed any usage limits, rate limits, or quotas specified in your Subscription Plan or communicated by GitScrum

4.1 GitScrum's Ownership of the Software

The Software, including all software code, architecture, designs, user interfaces, features, functionality, algorithms, Documentation, and all related Intellectual Property Rights, is and shall remain the exclusive property of GitScrum and its licensors.

This EULA does not transfer or convey to you any ownership rights or title in the Software. All rights not expressly granted to you in this EULA are reserved by GitScrum.

4.2 GitScrum Trademarks and Branding

The GitScrum name, logo, trademarks, service marks, trade dress, and other branding elements are the exclusive property of GitScrum. You may not use, reproduce, display, or modify GitScrum's trademarks or branding without our prior written permission, except as necessary to identify GitScrum as the provider of the Software you are using.

4.3 Your Ownership of Customer Data

You retain all ownership rights, title, and interest in and to Your Customer Data. GitScrum does not claim any ownership rights over Your Customer Data.

License to GitScrum:

By uploading or submitting Customer Data to the Software, you grant GitScrum a worldwide, non-exclusive, royalty-free license to use, store, process, reproduce, transmit, and display Your Customer Data solely to the extent necessary to:

• Provide, maintain, and improve the Software and related services
• Perform backups and ensure data redundancy and disaster recovery
• Comply with applicable legal obligations
• Enforce this EULA and our Terms and Conditions

This license terminates when you delete Your Customer Data or upon termination of your Account, except where continued storage is required by law or for legitimate business purposes (e.g., backups, dispute resolution).

4.4 Feedback and Suggestions

If you provide GitScrum with any feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Software ("Feedback"), you grant GitScrum a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, implement, modify, and incorporate such Feedback into the Software and other products or services without any obligation of attribution, compensation, or accounting to you.

4.5 Third-Party Components

The Software may incorporate or rely on third-party open-source or proprietary software components subject to separate license terms. Such third-party components are licensed to you under their respective license terms, which are available upon request. To the extent there is a conflict between this EULA and third-party license terms, the third-party license terms shall govern solely with respect to the applicable third-party component.

5.1 Data Collection and Use

Your use of the Software involves the collection, storage, processing, and transmission of personal data and Customer Data. GitScrum's data practices are governed by our Privacy Policy, which is incorporated into this EULA by reference.

By accepting this EULA, you acknowledge and agree that:

• GitScrum will collect and process data as described in the Privacy Policy
• You have reviewed and consent to the data practices outlined in the Privacy Policy
• You are responsible for ensuring that your use of the Software and submission of Customer Data complies with applicable data protection laws and regulations

5.2 GDPR Compliance and Data Processing

GitScrum is based in Europe and complies with the European Union's General Data Protection Regulation (GDPR) and other applicable data protection laws.

Controller-Processor Relationship:

• When you use the Software to process personal data about your employees, clients, or other third parties, you act as the Data Controller and GitScrum acts as the Data Processor
• GitScrum processes personal data on your behalf only in accordance with your documented instructions and applicable legal requirements
• Our data processing practices are governed by a Data Processing Agreement (DPA) in accordance with GDPR Article 28

To request our standard Data Processing Agreement, please contact: legal[at]gitscrum.com.

5.3 Data Security Measures

GitScrum implements reasonable and appropriate technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to:

• Encryption in transit (TLS 1.2+) and at rest (AES-256)
• Access controls and authentication mechanisms (including multi-factor authentication support)
• Regular security assessments, vulnerability scanning, and penetration testing
• Employee security training and confidentiality obligations
• Intrusion detection and prevention systems
• Regular data backups with encryption

For detailed information about our security practices, please refer to our Security Policy.

5.4 Limitations on Security Guarantees

Important Notice: While GitScrum employs industry-standard security measures, no method of electronic transmission or storage is 100% secure. We cannot guarantee absolute security of your data.

You acknowledge and accept that:

• Electronic data transmission and storage inherently carry risks of unauthorized access, data breaches, or loss
• GitScrum shall not be liable for unauthorized access to or disclosure of Customer Data resulting from causes beyond our reasonable control
• You are responsible for implementing your own security measures, including maintaining strong passwords, enabling multi-factor authentication, and restricting access to Authorized Users

5.5 Data Retention and Deletion

Paid Plans: Customer Data is retained indefinitely for the duration of your active subscription, unless you delete it or request its deletion.

Free Plans: Customer Data is retained for 15 days only. Data older than 15 days is automatically and permanently deleted from our systems. By using a Free Plan, you acknowledge and accept this limitation.

Upon Account Termination or Cancellation:

• Customer Data will be retained for up to 30 days after termination to allow you to retrieve or export it
• After 30 days, Customer Data will be permanently deleted from production systems (subject to legal retention requirements and backup retention policies)
• You are solely responsible for exporting and backing up Your Customer Data before termination

For more information, please refer to our Privacy Policy and Terms and Conditions.

5.6 International Data Transfers

GitScrum operates globally and may store and process Customer Data in countries outside your country of residence, including countries that may not provide the same level of data protection as your home country.

When we transfer personal data from the European Economic Area (EEA) to third countries, we implement appropriate safeguards, including:

• European Commission-approved Standard Contractual Clauses (SCCs)
• Adequacy decisions by the European Commission
• Transfer Impact Assessments (TIAs) where required

For more information about international data transfers, please refer to our Privacy Policy.

6.1 Disclaimer of All Warranties

GitScrum expressly disclaims all warranties, including but not limited to:

• Implied Warranties: Merchantability, fitness for a particular purpose, non-infringement, title, and quiet enjoyment
• Performance Warranties: That the Software will be uninterrupted, error-free, secure, or free from viruses, bugs, or other harmful components
• Accuracy Warranties: That the Software or any content, information, or data available through the Software will be accurate, reliable, complete, or current
• Correction Warranties: That defects, errors, or security vulnerabilities will be corrected

6.2 No Guarantee of Availability

While GitScrum strives to maintain high availability of the Software, we do not guarantee:

• Continuous, uninterrupted, or error-free access to the Software
• That the Software will meet your specific requirements or expectations
• That the Software will be compatible with all hardware, software, or systems

6.3 Third-Party Services

GitScrum is not responsible for the availability, functionality, security, or content of any Third-Party Services or integrations. Your use of Third-Party Services is governed by their respective terms and conditions and privacy policies.

6.4 Assumption of Risk

You acknowledge and agree that:

• Your use of the Software is at your sole risk
• You are solely responsible for any damage to your systems, devices, or loss of data resulting from your use of the Software
• No oral or written advice or information obtained from GitScrum or through the Software creates any warranty not expressly stated in this EULA

6.5 Jurisdictions That Prohibit Warranty Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above disclaimers shall apply to the maximum extent permitted by applicable law, and you may have additional statutory rights that cannot be waived.

7.1 Exclusion of Indirect Damages

GitScrum, its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, "GitScrum Parties") shall not be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or relating to this EULA or your use of the Software, including but not limited to:

• Loss of profits, revenue, business opportunities, or anticipated savings
• Loss of data or corruption of data
• Loss of goodwill or reputational harm
• Cost of procurement of substitute goods or services
• Business interruption or work stoppage
• Personal injury or property damage (except to the extent caused by GitScrum's gross negligence or willful misconduct)

This limitation applies:

• Regardless of the legal theory on which the claim is based (contract, tort, negligence, strict liability, breach of warranty, or otherwise)
• Even if GitScrum has been advised of the possibility of such damages
• Even if any limited remedy fails of its essential purpose

7.2 Cap on Direct Damages

To the extent GitScrum Parties are found liable for direct damages, the total aggregate liability of GitScrum Parties arising out of or relating to this EULA or the Software shall not exceed the greater of:

• The total fees paid by you to GitScrum in the 12 months immediately preceding the event giving rise to liability, or
• €100 (one hundred euros)

7.3 Exceptions to Limitations

The limitations and exclusions in this Section 7 do not apply to:

• Liability for death or personal injury caused by GitScrum's gross negligence or willful misconduct
• Liability for fraud or fraudulent misrepresentation
• Liability that cannot be excluded or limited under applicable law

7.4 Basis of the Bargain

You acknowledge and agree that:

• These limitations of liability are an essential element of the agreement between you and GitScrum
• The pricing of the Software reflects these limitations
• GitScrum would not provide the Software without these limitations

7.5 Force Majeure

GitScrum shall not be liable for any failure or delay in performance of its obligations under this EULA due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, labor disputes, internet or telecommunications failures, power outages, or failures of third-party service providers.

8.1 Term

This EULA is effective as of the date you first accept it (by clicking "I Accept," creating an Account, or using the Software) and continues until terminated in accordance with this Section 8.

8.2 Termination by You

You may terminate this EULA at any time by:

• Canceling your subscription through the Stripe Customer Portal (accessible via Account Settings → Billing in your GitScrum account), or
• Closing your Account by contacting customer.service[at]gitscrum.com and requesting account deletion

Upon termination by you:

• Your license to use the Software will terminate at the end of your current billing cycle (for Paid Plans) or immediately (for Free Plans)
• You will lose access to the Software and all associated features
• Your Customer Data will be retained for up to 30 days to allow retrieval, after which it will be permanently deleted

8.3 Termination by GitScrum

GitScrum may terminate this EULA and your license immediately, without notice or liability, if:

• You breach any provision of this EULA and fail to remedy the breach within 30 days of receiving written notice from GitScrum
• You violate the restrictions set forth in Section 3
• You engage in fraudulent, illegal, abusive, or harmful activities
• Your Account is associated with unauthorized access, security breaches, or malicious conduct
• You fail to pay subscription fees when due (for Paid Plans)
• We are required to terminate by law, court order, or government authority
• Continued provision of the Software poses legal, security, or reputational risks to GitScrum

8.4 Effect of Termination

Upon termination of this EULA for any reason:

Immediate Effects:

• Your license to access and use the Software is immediately revoked
• You must cease all use of the Software
• You must delete or uninstall all copies of any mobile applications and cease accessing the Software through web browsers

Financial Obligations:

• You remain responsible for all fees and charges accrued up to the termination date
• No refunds will be provided for unused portions of your subscription
• Any outstanding payment obligations become immediately due and payable

Customer Data:

• You are solely responsible for exporting and backing up Your Customer Data before termination
• GitScrum will retain Your Customer Data for up to 30 days after termination to allow you to retrieve it
• After 30 days, Your Customer Data will be permanently deleted from our production systems (subject to legal retention requirements and backup retention policies)
• Upon your request, we may delete Your Customer Data immediately upon termination

Survival:

Sections that by their nature should survive termination will continue to apply, including: Sections 3 (Restrictions), 4 (Intellectual Property Ownership), 5.5 (Data Retention), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8.4 (Effect of Termination), 9 (Indemnification), 10 (Governing Law), and 11 (General Provisions).

9.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless GitScrum Parties from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your use or misuse of the Software
• Your violation of this EULA or any applicable laws or regulations
• Your Customer Data, including any infringement or misappropriation of third-party intellectual property, privacy, publicity, or other rights
• Your violation of the rights of any third party, including other users
• Any breach of your representations and warranties in this EULA
• Unauthorized access to the Software through your Account due to your failure to safeguard your credentials

9.2 Defense and Settlement

GitScrum reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to fully cooperate with GitScrum in asserting any available defenses. You may not settle any claim subject to this indemnification without GitScrum's prior written consent.

10.1 Governing Law

This EULA and any disputes arising out of or relating to this EULA or the Software shall be governed by and construed in accordance with the laws of Portugal, without regard to its conflict of law principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

10.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to this EULA or the Software shall be brought exclusively in the courts located in Portugal, and you consent to the personal jurisdiction and venue of such courts and waive any objections based on inconvenient forum.

10.3 Informal Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes informally by contacting legal[at]gitscrum.com and providing a detailed description of the dispute and proposed resolution. GitScrum will respond within 30 days. If the dispute cannot be resolved informally within 60 days, either party may pursue legal remedies.

10.4 No Class Actions

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, the entirety of this dispute resolution provision shall be null and void.

11.1 Entire Agreement

This EULA, together with the Terms and Conditions, Privacy Policy, Security Policy, and any applicable Data Processing Agreement, constitutes the entire agreement between you and GitScrum regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

11.2 Amendments and Modifications

GitScrum reserves the right to modify or update this EULA at any time. When we make material changes, we will:

Your continued use of the Software after the effective date of revised terms constitutes your acceptance of the updated EULA. If you do not agree to the modified terms, you must discontinue use of the Software and may terminate your Account.

• Update the "Last Updated" date at the top of this document
• Provide you with at least 30 days' advance notice via email or prominent notice on the Software
• For mobile applications, notify you through app store update notes

11.3 Severability

If any provision of this EULA is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

11.4 Waiver

GitScrum's failure to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. Any waiver of any provision of this EULA must be in writing and signed by an authorized representative of GitScrum.

11.5 Assignment

You may not assign, transfer, or delegate this EULA or your rights and obligations hereunder, in whole or in part, without GitScrum's prior written consent. Any attempted assignment in violation of this provision is void. GitScrum may assign this EULA without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

11.6 No Third-Party Beneficiaries

This EULA does not create any third-party beneficiary rights except as expressly stated herein. No third party shall have any right to enforce any provision of this EULA.

11.7 Export Compliance

The Software may be subject to export control laws and regulations of Portugal, the European Union, the United States, and other jurisdictions. You agree to comply with all applicable export and import laws and regulations and represent and warrant that:

• You are not located in, or a national or resident of, any country subject to a government embargo or designated as a "terrorist supporting" country
• You are not listed on any government list of prohibited or restricted parties
• You will not use the Software in violation of any export restrictions or regulations

11.8 Government Use

If you are a government entity or using the Software on behalf of a government entity, the Software is a "commercial item" as defined in applicable procurement regulations, and you agree that your use is subject to this EULA.

11.9 Notices

All notices under this EULA shall be in writing and shall be deemed given when:

• Delivered personally
• Sent by confirmed email to the address associated with your Account (for notices to you)
• Sent to legal[at]gitscrum.com (for notices to GitScrum)
• Three business days after being sent by certified or registered mail, return receipt requested

11.10 Language

This EULA is drafted in English. If this EULA is translated into another language, the English version shall prevail in the event of any conflict or inconsistency.

11.11 Headings

The section headings in this EULA are for convenience only and have no legal or contractual effect.

11.12 Relationship of the Parties

This EULA does not create a partnership, joint venture, employment, or agency relationship between you and GitScrum. Neither party has authority to bind the other or to incur obligations on behalf of the other.

11.13 Equitable Relief

You acknowledge that a breach of Sections 3 (Restrictions) or 4 (Intellectual Property Ownership) may cause irreparable harm to GitScrum for which monetary damages would be an inadequate remedy. In the event of such breach, GitScrum shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond.

12.1 Software Updates

GitScrum may, from time to time, provide updates, upgrades, patches, bug fixes, or new versions of the Software (collectively, "Updates"). Updates may be automatically applied to the cloud-based Software without notice. For mobile applications, Updates may require your acceptance through app stores.

You acknowledge and agree that:

• GitScrum has no obligation to provide Updates
• Updates may change, remove, or add features or functionality
• Your continued use of the Software after Updates are applied constitutes acceptance of the modified Software

12.2 Backward Compatibility

GitScrum does not guarantee backward compatibility of Updates with previous versions of the Software, integrations, or your workflows. You are responsible for testing and ensuring compatibility after Updates.