Terms of Service
Last updated on: December 06, 2023
These Terms of Service (the “Terms”, “Terms of Service”) constitute a binding legal agreement between Railsware (as defined below), Customer (as defined below) and User (as defined below) in relation to the TitanApps Products (as defined below) usage.
Further below Railsware, Customer, and User are together named as the “Parties” and individually as a “Party”.
These Terms of Service shall govern access to and usage of TitanApps Products, offered through any Railsware Websites (as defined below) and/or the Partner Platforms, and any other interactions with Railsware in relation to usage of the TitanApps Products.
Railsware (“We”, “Us”, “Our”) - means Railsware Products Studio LLC, a limited liability company incorporated under the laws of the State of Delaware, registration number: 4461258, having its office at 925 N La Brea Ave, Suite 400, office 560, West Hollywood, CA 90038.
Customer - means an individual or legal entity, who orders TitanApps Products, and is identified in the relevant billing statements, invoices and/or online subscription process as the customer.
User - means an individual, who is authorized to use TitanApps by the Customer, on behalf of the Customer and for the Customer’s benefit, being the Customer’s employee, contractor, consultant, agent, or other authorized representative.
TitanApps Products (“TitanApps”) - means add-ons developed by Railsware, which may include under these Terms of Service the following products:
- Smart Checklist for Jira. Pro;
- Smart Checklist for Jira. Free;
- Smart Templates for Jira;
- Smart AI Insight;
- Smart Checklist for monday.com;
- Smart Templates for monday.com.
Descriptions of each TitanApps Product, requirements for installation, pricing, and other details can be found on the Websites and Partner Platforms. In these Terms the definition TitanApps Products refers to all of the above-mentioned products.
Subscription License - means a worldwide, non-exclusive, payable, non-transferable, non-sublicensable right to use TitanApps Products granted by Railsware to Customers and Users.
Subscription Term - means a period of time for which Customer orders TitanApps Products.
Free License - means a worldwide, non-exclusive, free of charge, non-transferable, non-sublicensable limited right to use TitanApps Products granted by Railsware to Customers and Users.
Partner Platform(s) - means TitanApps Products marketplace hosts. These include, but may be not limited to, the Atlassian Marketplace Platform, and monday.com Marketplace, with which Railsware has established partnership agreements concerning the publication, promotion, sale, and distribution of TitanApps Products.
User Content - means any content that is developed, uploaded, or shared by User arising out of or in relation to TitanApps Products usage, including, without limitation, any information, data, and other content.
Force Majeure - means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs, or other industrial disputes (whether involving its own workforce or a third party’s one), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or subcontractors.
3. Terms acceptance
These Terms apply to all TitanApps Products licensed by Railsware to Customers and Users. Before purchasing (if applicable), installing, and/or using TitanApps Products, please carefully read these Terms. By purchasing (if applicable), installing, and/or using TitanApps Products, you, acting as Customer and/or User, acknowledge that you have read, understood, and agree to be bound by these Terms, including, without limitation, the terms of other documents and/or policies that are incorporated herein by reference or mentioned. Acting on behalf of the legal entity, you represent that you are authorized to act on behalf of such entity and bind such entity by these Terms.
In case you, willing to become a Customer and/or User of the TitanApps Products, do not agree to these Terms of Service, you shall not install and/or use the TitanApps Products.
As Railsware is a vendor on the Partner Platforms, Partner Platform Terms and Conditions will apply to some aspects of TitanApps Products usage as well. We encourage Our Customers and Users to read the Partner Platforms Terms and Conditions, as well as Partner Platforms Privacy Policies and other public documents, before purchasing (if applicable), installing, and using the TitanApps Products since they may apply to Our Customers and Users along with these Terms.
Under these Terms Railsware grants Customers and Users the right to install and use TitanApps Products.
TitanApps Products are licensed to Customers and Users under Subscription License and Free License subject to the following terms:
a. Subscription License
TitanApps Products based on the Subscription License shall be subject to automatic renewal of the respective Subscription Term chosen by Customers via Partner Platforms, until the Customer cancels the respective Subscription License via Parter Platforms.
If the Customer cancels the Subscription License to the TitanApps Product, Customer’s right to use such TitanApps Product will terminate at the end of the then-current Subscription Term.
The Subscription License may be canceled if the termination takes place, as specified in Section 16 hereto.
b. Free License
Customers and Users may use TitanApps Products based on Free License during the term Free License is available for such TitanApps Products.
Customers and Users may cancel Free License anytime by deletion or uninstalling the corresponding TitanApps Product.
Customers and Users agree and acknowledge that Railsware may cancel Free License for TitanApps Product at any time and for whatever reason, including but not limited to the order defined in Section 16 hereto.
5. Fees and payments
Railsware proposes TitanApps Products based on the Subscription License and Free Licenses as defined in Section 4 of these Terms.
Our Customers and Users will find specific prices, payment and refund terms and conditions on Partners Platforms and Partner Platforms Terms and Conditions. Fees for the TitanApps Products provided on a subscription basis shall be charged based on the number of Users unless otherwise stipulated by the Partner Platforms Terms and Conditions. Customers and Users can refer to the Partner Platforms Terms and Conditions to find out more about factors affecting the price that will be charged.
Payment and refunding processes are managed by Partner Platforms on the Railsware behalf. Railsware, as a vendor on these Partner Platforms, establishes the pricing structure for the TitanApps Products but is not directly involved in transaction management.
Customers undertake to meet all relevant fees and costs associated with the access and usage of TitanApps Products.
6. Usage restrictions
Using TitanApps Products Users shall not:
- decompile, reverse-engineer, disassemble, alter, duplicate, modify, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-authorized users with access to the TitanApps Products in whole or part;
- probe, scan, or test the vulnerability of any system or network, transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
- remove, circumvent, disable, damage or otherwise interfere with any security measures of any network, computer or communications system, software application, or network or computing device;
- copy any part of the TitanApps Products, or create any derivative works based on the TitanApps Products;
- incorporate any of the TitanApps Products into a product or service Customers and/or Users provide to a third party;
- interfere with any license key mechanism in the TitanApps Products or otherwise circumvent mechanisms in the TitanApps Products intended to limit Users usage;
- remove or obscure any proprietary notices on the TitanApps Products or any permitted copies of TitanApps Products;
- publicly disseminate information regarding the benchmarking performance of the TitanApps Products;
- otherwise attempt to derive the source code of the TitanApps Products.
Customers and Users shall not use the TitanApps Products in any manner, which is illegal or contravenes any applicable law, regulation, or a third party’s intellectual property rights.
7. Export Compliance
Customers and Users may not use or otherwise export or re-export, directly or indirectly, any TitanApps Product except as authorized by the United States law and the laws of the jurisdiction in which the TitanApps Product was obtained. Customers and Users will be solely responsible for obtaining any license from the United States government required to export or re-export such TitanApps Products, and their components, and to comply with applicable United States government export regulations.
In particular, but without limitation, the TitanApps Products may not be used in, exported or re-exported into (a) Russia, Belarus, or any U.S., EU and the United Kingdom embargoed countries or (b) used or made available to any person or entity on the U.S Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, and any equivalent list in the jurisdiction where the TitanAppsp products are obtained.
By ordering, accessing, or using any of TitanApps Products:
- Users acting on behalf of the legal entity represent and warrant that Customer’s legal entity is not located or incorporated in any such country;
- Customers and Users acting as individuals represent and warrant that they are not included on any such list.
Further, Customers and Users commit not to order, install, or use any TitanApps Product for any illegal and/or prohibited activities under applicable United States regulations, embargo and restrictions including but not limited to, any application related to, or purposes associated with, nuclear, chemical, or biological warfare, missile technology (including unmanned air vehicles), military application and any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America, including but not limited to any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Switzerland or other such Sanctions authority in a jurisdiction of relevance to this Terms of Service.
8. Intellectual property rights
TitanApps Products and all the related materials, in particular, but not limited to, trademarks (registered or not), trade names, logos, content, graphics, text, and images used by or contained on/in the TitanApps Products are exclusively owned by Railsware (the “Railsware Intellectual Property”), and protected by copyright, trademarks, national and international legislation. Railsware Intellectual Property rights shall cover any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and include all copyright and analogous rights, all rights in relation to inventions, patents, source code, software, trademarks, and designs (whether registered or not), circuit layouts, trade names, trade secrets, business names, company names or the Internet domain names.
Railsware Intellectual Property may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, transferred, assigned, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Railsware.
Nothing in these Terms shall be treated as an assignment or transfer of any Railsware Intellectual Property rights from Railsware to Our Customers and/or Users.
9. User Content
Users may develop any type of User Content arising out of or in connection with the usage of the TitanApps Products and cooperation with Partner Platforms in relation to such usage. Such User Content shall not violate any applicable laws, rules, or regulations, notably cause damage or injury to any person or property, or infringe any rights of third parties, including, but not limited to, any intellectual property rights and privacy rights.
Users represent and warrant that they retain ownership of all of the intellectual property rights in the User Content or that this User Content is subject to a license granted to such Users by a third party. Users agree to hold Railsware harmless from all claims or actions brought by third parties on the grounds of an infringement of their rights, including, without limitation, publicity rights, copyrights, trademark and/or other intellectual property rights or privacy rights in the User Content.
Users give Railsware a non-exclusive, royalty-free, perpetual, irrevocable license, to fully exploit any suggestions, ideas, enhancement requests, feedback, or recommendations Users share with Railsware, directly or via Partner Platforms, during or in relation with the usage of TitanApps Products.
10. Publicity Rights
Customers grant Railsware the right to publicly indicate their business name, company logo, and trademark to the list of customers on the Websites and other marketing materials.
11. Privacy and personal information
Railsware acknowledges and warrants it has the legal right and authority to enter into these Terms of Service and to perform its obligations under these Terms.
Customers and Users acknowledge and warrant to Us that they have the legal right and authority to enter into these Terms of Service and to perform their obligations under these Terms.
Customers and Users acknowledge that:
- software-as-a-service products are never wholly eliminated from defects, errors, and bugs, thus We give no warranty or representation that the TitanApps Products will be wholly free from defects, errors, and bugs;
- software-as-a-service products are never entirely free from security vulnerabilities; and therefore, subject to the other provisions of the Terms, We give no warranty or representation that the TitanApps Products will be entirely secure;
- the TitanApps Products are specifically designed to be compatible with the respective Partner Platform’s software; and Railsware does not warrant or represent that the TitanApps Products will be compatible with any other software, and
- Railsware uses third-party hosting services for TitanApps Products which are provided to Customers and Users without any warranties on Railsware side.
13. Disclaimer of warranties
The titanapps products are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law, and railsware expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, and fitness for a particular purpose. Customers and users acknowledge that railsware does not warrant that the titanapps products will be uninterrupted, timely, secure, error-free or virus-free and no information or advice obtained by customers and users from railsware or through the titanapps products shall create any warranty not expressly stated in the terms.
Without limitation to the foregoing, railsware provides no warranty or undertaking, and makes no representation of any kind that the services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.
14. Limitation of liability
To the maximum extent permitted by applicable law and legislation railsware excludes its liability to customers and users for, or to those claiming through customers and users for, any indirect, consequential, incidental, or special damage or loss of any kind including, but not limited to, loss of profits, loss of contracts, business interruptions, cost of substitute goods or services, loss of or corruption of data, however, caused, and whether arising under contract or tort (including, without limitation, negligence). The limitations in this clause shall apply notwithstanding the failure of the essential purpose of any remedy.
Under no circumstances shall railsware aggregate liability to customers and users arising out of or in connection with these terms of service and/or the usage of the titanapps products, from all causes of action and theories of liability (including, without limitation, negligence), exceed the amounts paid for the current subscription period of the subscription license. Railsware fully excludes its liability for the titanapps products provided to customers and users based on the free license.
In no event shall railsware be liable for any failure of performance due to circumstances beyond our control, including, but not limited to, a power outage, computer virus, malware, spyware, keylogger application, system failure, fire, flood, earthquake, terrorism, act of war, or extreme weather conditions.
Upon becoming aware of any type of breach (actual or potential one) related to the TitanApps Products and/or claim and/or infringement, Customers and Users agree to cooperate with Railsware (at their expense), notify Us, and provide Us with all such assistance as may be reasonably requested to allow Railsware the exclusive conduct of all disputes, proceedings, negotiations, and settlements with third parties. Customers and Users must, furthermore, not admit liability to any third party or settle any disputes or proceedings involving a third party without prior written consent from Railsware.
Customers and Users shall indemnify, defend and hold Railsware harmless from and against any and all claims, liabilities, suits, actions, and expenses (including legal counsel fees, legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Railsware or any its affiliates, arising directly or indirectly from: (i) any information that is inaccurate, not up to date, incomplete, misleading or a misrepresentation; (ii) any breach of these Terms of Service by Customers and/or Users; (iii) any misuse of the TitanApps Products by Users; (iv) any breach of law, regulation or license by Customers and/or Users; and (v) any claim brought by a third party arising out of or in connection with usage of the TitanApps Products by Users.
16. Term and Termination
These Terms of Service shall continue in force, except the provisions surviving its termination, for the period of the validity of the last Subscription License to any of the TitanApps Products; or usage of the TitanApps Products based on the Free License, unless are terminated for Convenience, or for Cause.
Railsware reserves the right to terminate these Terms in case Customers and/or Users have materially breached these Terms of Service or any other agreement Customers and/or Users entered into with Railsware (termination for Cause). As such, where it has been found that Customers and/or Users have caused a material breach, Railsware shall, in its sole discretion, temporarily deny access to the TitanApps Products for such Customers and/or Users, so as to afford Us with the opportunity to protect Our system and Our other Customers and Users.
In case of termination of these Terms for Cause, Railsware will provide Customers with a 5 (five) days’ prior written notice, if We have corresponding contact details, after which period the Terms will automatically terminate. Upon termination of the Terms, Customers and Users shall cease all usage of the TitanApps Products and reasonably cooperate in (a) removing, uninstalling or deactivating all copies of the TitanApps Products; and (b) resolving all financial obligations which may exist to Us directly or through Partner Platforms.
Railsware, Customers and Users may terminate these Terms at any time (termination for Сonvenience).
If We terminate the Terms for Convenience where Customers are paying for a Subscription License, Customers access to the Subscription License based TitanApps Products shall automatically terminate and such Customers and Users shall be required to remove all components of the TitanApps Products from their systems and destroy any copies.
Unless otherwise provided under Partner Platforms Terms, in case Customers and/or Users terminate these Terms for Сonvenience or if Railsware terminates the Terms for Cause, such Customers and/or Users shall not be entitled to a refund of any portion of funds they have paid for the TitanApps Products. Any refunds in case of termination for Convenience by Railsware, shall be subject to Railsware and Partner Platforms consideration.
Railsware reserves the right, at its sole discretion, to change, modify, and/or update any functionality of the TitanApps Products.
For the Subscription License, We will not make changes that materially reduce the provided functionality during the Subscription term.
For the Free License, We may make changes that materially reduce the provided functionality anytime at Our discretion.
18. Governing law and Venue
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, the United States of America, without regard for choice of law provisions thereof. All the disputes arising out of or in relation to these Terms of Service shall be resolved in the respective courts in the State of Delaware.
19. Changes to the Terms of Services
Railsware reserves the right, at its sole discretion, to change, modify, and/or update these Terms of Service at any time, with or without any prior notice to Customers and Users. We encourage Our Customers and Users to check the Terms of Service periodically to be sure you are aware of the latest version. Customers subscription and Users usage of the TitanApps Products following any revisions or changes to the Terms of Service will constitute irrevocable acceptance of any and all such revisions and changes by such Customers and Users.
20. General Provisions
Independent parties. Parties under these Terms are independent parties and expressly disclaim any franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. The Terms are not intended to create a third-party beneficiary of any kind. Customers and/or Users must not represent to any third party that they have any right to bind Us in any manner and shall not make any representations or warranties on behalf of Us.
Survival. Upon termination of these Terms of Service, the following Sections will survive: Intellectual property rights, User Content, Disclaimer of warranties, Limitation of Liability, Indemnity, Governing law, General Provisions.
Severability. These Terms of Service embody the entire understanding and agreement between the Parties respecting the subject matter of the Terms and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter. The captions and headings appearing in the Terms are for reference only and will not be considered in construing this agreement. If any part of these Terms is determined to be invalid or unenforceable by applicable law, 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 Terms will continue in effect.
No waiver. Party’s failure or delay in enforcing any provision of the Terms will not operate as a waiver of the right to enforce that provision or any other provision of the Terms at any time. A waiver of any provision of the Terms must be in writing, specify the provision to be waived, and signed by the Party agreeing to the waiver.
Force Majeure. Neither Party is liable for delays or failures to perform any of its obligations under the Terms to the extent caused by a Force Majeure event. Each Party will use reasonable efforts to mitigate the effect of a force majeure event. Each Party undertakes to notify the other about the Force Majeure event no later than in 10 (ten) business days after its occurrence. If the Party is not able to perform its obligations due to the Force Majeure event for more than 30 (thirty) calendar days, the other Party may initiate the termination of the Terms.
Assignment. Customers and/or Users shall not assign or transfer these Terms of Service, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of assets, change of control, or operation of law, without Our prior written consent, which will not be unreasonably withheld. We may assign these Terms of Service to any affiliate or in the event of merger, reorganization, sale of all or substantially all of Our assets, change of control, or operation of law.
21. Contact Details
In case of any questions or notices regarding these Terms of Service or TitanApps Products, please send them to firstname.lastname@example.org