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Gitpup Terms of Service

Last Updated: 3/31/2016

Welcome to the Oomph, Inc. (“Gitpup”) website located at www.gitpup.io (“Site”). Please read these Terms of Service (the “Terms”) and our Privacy Policy (www.gitpup.io/privacy) carefully because they govern your use of our Site and our service that allows you to solicit feedback and gather information from your employees to gain insights into employee and team performance, morale, strengths, and areas for improvement, which is accessible via our Site. To make these Terms easier to read, the Site and our services are collectively called the “Services.”

Agreement to Terms.

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Pilot Program

You acknowledge and agrees that: (a) the Services are still in development by Oomph, Inc.; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; and (d) Oomph, Inc. is under no obligation to update or continue to develop the Services.

Who May Use the Services

Eligibility

You may use the Services only if you are 18 years or older and are not barred from using the Services under applicable law, and you have completed an order form with complete and accurate billing and contact information.

Registration and Your Information

If you want to use the Services you’ll have to create an account (“Account”). You can do this via the Site which will attach a new account with GitHub, and then a communication tool such as Slack or HipChat (each, a “Third Party Account”). If you choose the Third Party Account option we’ll create your Account by extracting from your GitHub certain personal information such as your GitHub organization name and email address and other personal information that your privacy settings on the Third Party Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at gitpup@oomphinc.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy (www.gitpup.io/privacy) for information on how we collect, use and disclose information from our users.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including data, analysis, and results created by Oomph, Inc. as part of the Services that is based on your User Content; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Oomph, Inc. does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Oomph, Inc. and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights in User Content Granted by You

You acknowledge and agree that in order to use the Services you and your employees will provide access to certain Third Party Accounts, such as GitHub, Slack and HipChat Oomph, Inc. will have access to you and your employees’ communications, regardless of whether such communications are related to the Services. Such communications may include trade secrets or other confidential or proprietary information about your business, employees, or other highly sensitive issues. Although we take security and privacy very seriously at Oomph, Inc., Oomph, Inc. makes no warranty or guarantee to you regarding the security or confidentiality of any User Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Oomph, Inc. on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content upon termination of your use of the Services by sending a request to gitpup@oomphinc.com. However, your User Content (such as Karma statistics) may not be removed while you are signed up to use the Services, as the deletion of your User Data would interfere with our ability to perform the Services for you. Upon your request, we will use commercially reasonable efforts to remove your User Content, but we can’t guarantee that some of your User Content isn’t stored in a general backup or archive of our systems. We are not responsible or liable for the failure to remove or delete any of your User Content.

Rights in Content Granted by Oomph, Inc.

Subject to your compliance with these Terms, Oomph, Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

General Prohibitions and Oomph, Inc.’s Enforcement Rights

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

Use, display, mirror or frame the Services or any individual element within the Services, Oomph, Inc.’s name, any Oomph, Inc. trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Oomph, Inc.’s express written consent;

Access, tamper with, or use non-public areas of the Services, Oomph, Inc.’s computer systems, or the technical delivery systems of Oomph, Inc.’s providers;

Attempt to probe, scan or test the vulnerability of any Oomph, Inc. system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Oomph, Inc. or any of Oomph, Inc.’s providers or any other third party (including another user) to protect the Services or Content;

Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Oomph, Inc. or other generally available third-party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Oomph, Inc. trademark, logo URL or product name without Oomph, Inc.’s express written consent;

Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or

or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

The term of these Terms begin as set forth on the order form and shall continue until the expiration of the last active order form, unless terminated earlier as provided in these Terms.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time upon notice to you. You may cancel your Account at any time by sending an email to us at gitpup@oomphinc.com, discontinuation or cancellation of Services or your Account, the following provisions of these Terms will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal, Rights in User Content Granted by You, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

Indemnity

You will indemnify and hold harmless Oomph, Inc. and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

Limitation of Liability

NEITHER OOMPH, INC. NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OOMPH, INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL OOMPH, INC.’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO OOMPH, INC. FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO OOMPH, INC., AS APPLICABLE.