TRYBLE TERMS OF USE
- Former user (Deleted)
About Tryble
Tryble supplies software applications (“Apps”) through the Atlassian marketplace to enable users (‘Users’) within the Atlassian Jira Cloud platform (“Host Service”).
Tryble is the author, creator and publisher of the Apps. These Apps include "Innovation Management for Jira" and “Sparkr".
Your use of and access to the Apps is governed by these terms of use (‘Terms’) and the applicable Atlassian Marketplace agreements including the Atlassian Terms of Use and the Atlassian Jira Cloud Licensing Agreement (collectively, ‘Atlassian Terms’).
If you do not accept these Terms of the Atlassian Terms, please do not access or use our Apps.
We may update these Terms from time to time. Amendments to these Terms will be effective upon posting to the Atlassian marketplace and operate as a condition of the continued use of our Apps.
Any reference herein to “we”, “our”, or “us” means Tryble Pty Ltd (ACN 628 111 080) (“Tryble”). Any reference to “you” or “your” or “User” means you, as a User of the Atlassian Marketplace and our App or Apps.
The Apps
The Apps are designed to be operated and managed through the Atlassian marketplace. You warrant that you have familiarised yourself, and agree to be bound by, the applicable Atlassian Terms.
The Apps are available for installation within the Atlassian Jira Cloud platform and are not downloadable. After installation, Users can access the Apps “software-as-a-service” within their Atlassian Jira Cloud instance.
Tryble only collects and stores non-personalised mandatory bare-minimum Data of its Users during the installation of Apps. For further details please refer to our Data and Privacy Statement.
Licence Grant and Restrictions
Subject to your compliance with our Terms and the Atlassian Terms, Tryble grants Users a worldwide, limited, non-exclusive, non-sub-licensable, non-transferable licence to use the Apps.
These rights are personal to you, non-transferable and limited by and subject to these Terms. Users shall have no right to distribute, sell, supply, sub-license or make available the App to any third-party to commercialise.
The license operates in the form of software-as-a-service on a limited access basis through Atlassian licensing services managed through the Atlassian marketplace.
The term of the licence will be for the duration of your agreement with Tryble.
Under the Atlassian Terms for licensing and pricing, a User has a right to use the App and must purchase as many licences as there are users within their Host Services. A license must be purchased for each user of our Apps in accordance with the Atlassian Terms. Accordingly, the number of App licenses must be equal to the number of users you have within your Atlassian Jira Cloud instance.
Users agree to:
only use the Apps for the purpose for which they were created;
not reverse engineer, disassemble, or decompile any software contained in the Apps, create derivative works based on the software, or otherwise attempt to gain access to the Apps method of operation or source code;
not introduce any virus, worms, logic bombs or other malicious software or technically harmful data or otherwise attempt to or modify or interfere with the Apps;
not remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices contained on the Apps.
Fees
The fees for the purchase of our Apps, including method and time of payment is published on our relevant App marketplace listing and in accordance with the Atlassian Terms.
Payments are a monthly or annual subscription for the term (‘Subscription Period’) depending on the option that a User selects to exercise within the Atlassian marketplace for the Host Services (‘Subscription’).
Billing and payment for the Subscription during the Subscription Period is processed through the Atlassian marketplace using the designated payment method in accordance with the Atlassian Terms.
If Users wish to cancel their Subscription, they must do so in accordance with the Atlassian Terms.
Tryble reserves the right to suspend the Subscription of a User and access to the Apps (in whole or in part) if payment of the fees fails for whatever reason.
Maintenance
The supply of the Apps will include the provision of updates, new releases and maintenance to the Apps (collectively ‘Maintenance’) as they become available.
Maintenance will generally be undertaken automatically and distributed via your Atlassian Host Services’ Universal Plugin Manager, however, major releases may from time-to-time require manual intervention by a User’s Host Service administrator.
Maintenance may include variations to the existing features of the Apps and the addition of new features to the Apps.
These Terms apply in all respects to the Maintenance to the extent that it is incorporated in or replaces the Apps.
Support
Support Documentation (‘Documentation’) is a valuable resource. We aim to provide our Users with an effective support knowledge base that is up-to-date and accessible. The Documentation for the Apps is located at: https://tryble.atlassian.net/wiki/spaces/docs/overview
Tryble provides support services through its service desk at: https://tryble.atlassian.net/servicedesk/customer/portal/1
Data
Tryble owns all right, title and interest in any data or information that Tryble collects, creates, generates or produces in connection with any supply under these Terms and any information that is:
new, unique, original or non-identifiable;
aggregate or raw or statistical relating to usage, analyses and results of Tryble’s supply;
for the purpose of optimising delivery, commercialisation and performance of Tryble’s supply; or
samples and prototypes, conclusions, techniques, know how, methods, and undocumented findings generated in the usual course of business of Tryble.
(collectively, the ‘Tryble Data’).
For the avoidance of doubt, the Tryble Data does not include any Data obtained from or inputted by Users.
Users own all right, title and interest in their Data. Users grant to Tryble a licence to access and process the Data to enable Tryble to perform its obligations under these Terms.
The Apps read and process Users’ Data stored within the Host Services but User’s Data is not stored by Tryble.
Users acknowledge that Tryble does not verify your Data. The User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property ownership of its Data.
Users must not process or transmit any Data that infringes Intellectual Property Rights or does not comply with any Laws including data protection laws. Tryble reserves the right to terminate a User’s access to the Apps if their Data is in breach of these Terms.
To the extent permitted by Law, Tryble is not responsible for and disclaims all Liability for lost, missing, or corrupted Data no matter how caused.
The obligations imposed by this clause survive the end or termination of these Terms.
Security
Users acknowledge that they are entirely responsible for all activities that occur in relation to their access and use of the Apps.
Tryble will not be liable for any loss or damage from failure of Users to maintain the security of their systems.
Copyright and Intellectual Property
Users acknowledges that ownership of the Intellectual Property Rights in the Apps (including any web application code dynamically downloaded to a browser within the Host Service instance) and any of its Documentation is the property of or licensed by Tryble or vests on creation in Tryble.
User must not reproduce all or any portion of the Apps or any accompanying Documentation or otherwise create derivative works of the Apps.
Unless otherwise indicated, all rights (including copyright) in the Apps (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by Tryble or any related entities.
User warrants that it will not remove any copyright or trademark notices in or on the Apps.
Warranties and Representations
Tryble warrants that it is the owner of or authorised to commercialise the Intellectual Property Rights in the Apps.
Except as expressly provided herein no other warranty, condition, undertaking or term express or implied, statutory or otherwise is given and all such warranties, conditions, undertakings and terms are insofar as the Laws allow are excluded.
Tryble has no responsibility under these Terms in relation to the supply of Atlassian’s Host Services’ infrastructure or any of its products or services including any of Atlassian’s Updates and Upgrades. Tryble makes no warranty, express or implied, regarding the conditions of merchantability or fitness for particular purpose of any product or application supplied by Atlassian on the Atlassian marketplace including as to functionality, continuity of supply, compatibility, availability, completeness, accuracy or performance.
User acknowledges that specific results cannot be guaranteed for the Apps. It is the User’s sole responsibility to determine that the Apps or any part of it meets the needs of its business or is otherwise suitable for the purposes for which it is used.
Tryble makes no representations or warranties of any kind, express or implied, concerning the supply of its Apps including as to warranties of performance, merchantability, fitness for purpose, accuracy, omissions, completeness, or delays. Tryble does not warrant that:
the Apps will meet all of the User’s requirements,
the use of the Apps will be error or virus free, or uninterrupted or that any updates or new releases of the Apps will not degrade the functionality of any of the User’s existing systems, for any purpose whatsoever,
its support services will be performed error-free or uninterrupted, or
Tryble will correct all faults, defects and errors.
User warrants that it has made appropriate investigations into its systems and software required to support User’s use of the Apps and acknowledges that performance of the Apps may vary with equipment and any other telecommunications links, products or services with which it is used.
Tryble will not be responsible for failure of the Apps due to malfunction of software not provided by Tryble, the malfunction of hardware, User’s negligence or fault, User’s failure to follow instructions in Tryble’s Documentation, material changes in the operating environment not authorised by Tryble, modifications or changes in the Apps not made or suggested by Tryble or User’s failure to implement and maintain a proper and adequate backup and recovery system for the Apps and associated Data.
If the Apps are used with any third-party software or components, this use is at the User’s own discretion and risk and User agrees that the User will be solely responsible for ensuring that the third-party software or components will meet its requirements, will be uninterrupted, timely, secure or error-free, and that its use will be effective, accurate or reliable.
Without limiting this clause, the User warrants that:
it has not relied on any representation made by Tryble other than those stated expressly in these Terms, or upon any other descriptions, illustrations or specifications contained in any document including Documentation or publicity material produced by Tryble; and
to the extent Tryble has made any representation which is not otherwise expressly stated in these Terms, the User has been provided with an opportunity to independently verify the accuracy of that representation.
General Disclaimer
Use of the Apps is at your own risk. Everything on the Apps and any related products and services is provided to you without warranty or condition of any kind.
None of the affiliates, directors, officers, employees, agents, contributors and licensors of Tryble make any express or implied representation or warranty about the Apps. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of Data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
the accuracy, suitability or currency of any information on the Apps (including third party material and advertisements on the Apps, if any); and
costs incurred as a result of you using the Apps, or any other related products or services of Tryble.
Tryble does not warrant the products or services of any other third-party app on the Atlassian Marketplace or Host Service themselves (e.g. Jira, Confluence, etc).
Tryble does not warrant that the Apps will be error-free, uninterrupted or free of bugs.
It is Users’ sole responsibility to determine that the Apps meet the needs of Users or are otherwise suitable for the purpose for which they are purchased or used.
Limitation of Liability
To the extent permissible at law, Tryble is not liable for any indirect, punitive, incidental, special, consequential damages including without limitation any Claims, Losses, Liability, loss of data, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide the Apps under these Terms.
Except as provided in these Terms, Tryble excludes all representations and warranties relating to the subject matter of these Terms.
These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible Tryble limits its Liability for any Claims relating to these Terms as follows, at our option:
for any Claims relating to these Terms, to the fees payable under this agreement (if applicable) for the preceding one (1) month; or
an updated version of our App; or
in the case of our services, the supply of the services again.
Term and Termination
This Agreement will continue for the term of the Subscription Period unless terminated in accordance with this clause.
This Agreement will terminate by notice of a party if:
the other party breaches a term of these Terms and fails to remedy such breach within 30 calendar days of being notified of such breach;
the appointment of any type of insolvency administrator in respect of the property or affairs of the either party;
the entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;
User ceases or notifies of its intention to cease trading as a business.
Where there has been a termination under this clause, User must cease its use of the Apps subject to and in accordance with the Atlassian Terms for “Term and Termination”.
Tryble may immediately suspend all or part of the supply of the Apps or its support services subject to the provisions of the Atlassian Terms.
Tryble may at any time, terminate Users’ access to the Apps if Tryble is required to do so by Law.
Termination of these Terms is without prejudice to any accrued rights of either party as at the date of termination.
Indemnity
User indemnifies and releases Tryble against any Claims, Liability or Loss, demands, proceedings, damages, cost, expense or liability brought against or sustained by Tryble, which is directly or indirectly caused by:
the User’s breach of these Terms;
the User’s misuse of the Apps;
any negligent or wrongful act or omission of the User or any of its officers, employees or agents in relation to the performance of its obligations under these Terms;
acts or omissions arising out of User’s use of the Apps including the transmission of any unauthorised or illegal Data;
any breach of any third-party rights, including in respect of any Claim that infringes Intellectual Property Rights.
User expressly acknowledges that Tryble does not have any control over the User’s use of the Apps and any Documentation and will at all times indemnify and keep indemnified Tryble from and against all Loss, damage, cost, charge, expense (whether in contract or in tort) or suffered by Tryble either directly or indirectly, as a result of the User’s use of the Apps and any of its Documentation.
The indemnitor’s obligations pursuant to this clause includes retention and payment of legal fees and payment of court costs, as well as settlement at the indemnitor’s expense and payment of judgments.
This clause survives the termination or expiry of these Terms for whatever reason.
Dispute Resolution
If a dispute arises out of or relates to the Terms as between Tryble and a User, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought):Compulsory process. A party shall not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has complied with this clause.
Notification. A party claiming that a Dispute has arisen shall notify each other party to the Dispute giving details of the Dispute.
Initial period – efforts to resolve Dispute. During the 30-day period after a notice is given (or longer period agreed in writing by the Parties to the Dispute) (Initial Period) each party to the Dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the Dispute.
Mediation. If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute shall be referred for mediation, at the request of any Disputant, to:
a mediator agreed on by the Disputants; or
if the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, then the Parties must submit the dispute for mediation through the Chair of Resolution Institute (ACN 008 651 232) or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation.
Role of mediator. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
Information. Any information or Documentation disclosed by a Disputant under this clause shall be kept confidential and may not be used except to attempt to resolve the Dispute.
Costs of mediation. Each Disputant shall pay its own costs of complying with this clause. The Disputants shall pay equally the costs of any mediator engaged.
Location, timing and attendance. The mediation will be held in Brisbane, Australia, within 30 days after expiry of the Initial Period. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation each Disputant may be represented by one or more legal representative.
Failure to resolve. If the dispute fails to resolve at mediation or if one of the Disputants fails or refuses to attend the mediation, the mediator will be requested to inform each Disputant in writing that the mediation has been terminated without resolution (Mediation Termination Notice). Upon receipt of Mediation Termination Notice, the dispute resolution process will be terminated. A party to a dispute will only be entitled to pursue other remedies available to it at law or otherwise, after receipt of Mediation Termination Notice.
Confidentiality. All communications concerning negotiations made by the Disputants arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
Feedback
Your feedback is important to us and our Community. Tryble welcomes and encourages you to provide feedback, reviews, comments and suggestions for improvements to the Apps, or any other products or services of Tryble ("Feedback").
You may submit Feedback by contacting us using our service portal here https://tryble.atlassian.net/servicedesk/customer/portal/1.No waiver
No waiver of rights under these Terms or any of our policy, or agreement between us and a User’s shall constitute a subsequent waiver of this or any other right. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of any future right of enforcement of that right or provision.Assignment
Users agrees that we may assign, transfer, sub-contract or otherwise deal with our rights or obligations under these Terms.Entire Agreement
Unless otherwise stated, these Terms and our Data and Privacy Statement make up the entire agreement between Users and Tryble regarding the Apps and supersede any prior agreements.Severability
If any provision or part of a provision of these Terms is found to be invalid, unenforceable or in conflict with the law, that part or provision is to be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions which will continue in full force and effect.Law and Jurisdiction
These Terms are governed by and construed in accordance with Australian law. You irrevocably submit to the non-exclusive jurisdiction of the courts of Brisbane, Australia, and any court that may hear appeals from any of those courts for determining any dispute concerning these Terms and waive any right you may have to claim that those courts are an inconvenient forum.Force Majeur
Tryble, its affiliates or subsidiaries, directors, officers, employees, agents, contributors and licensors are not liable for any changes or problems out of our control, for example changes or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.Definitions in these Terms
“Claim” includes any demand, claim, action, proceeding, Loss, damages, costs, expenses, requisition, objection, alleged right of indemnity incurred or suffered by, or brought or made or recovered against a matter, no matter how arising (whether or not presently ascertained) in the immediate future or contingent (whether criminal or civil, in contract, tort or otherwise).
“Data” means all data, material or files that the User inputs or processes through the Apps.
“Intellectual Property Rights” means any intellectual property including all copyright, patents, trademarks, design rights, trade secrets, circuit layouts, rights in database and data rights, domain names, knowhow, trade secrets, procedures, technical designs, software and code and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
“Law” includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced.
“Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, Loss, damage, compensation, charge or liability of any kind, including those arising from third party Claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law or in equity.
“Loss” means any cost, expense, loss, damage or Liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty and includes legal costs.
“Updates” means a software product release containing error corrections and minor enhancements.
“Upgrades” means a software product release containing significant functional enhancements and feature additions of the software.How to Contact Us
You can contact us:using our support page located at https://tryble.atlassian.net/servicedesk/customer/portal/1
by email at support@tryble.atlassian.net
© 2019 Tryble. All Rights Reserved.
Terms last updated 27 March 2019.