End User License Agreement

1. Acceptance of this agreement

This End User License Agreement (the “Agreement”) is a contract between you and Strategic Move LLC, a Washington limited liability company (“we”, “us”). It governs your use of SimpleScrumTools: the website at simplescrumtools.com, the hosted application, the public demo, and the related emails and help pages (together, the “Service”).

You accept this Agreement when you create an account, when you accept an invitation to an organization, when you open the public demo, or when you use the Service. Each of those buttons shows a notice with a link to this Agreement. We record the version of this Agreement that you accepted when you created your account. If you do not accept it, do not use the Service.

If you accept this Agreement for a company or another organization, you confirm that you have the authority to bind it. In that case, “you” also means that organization. Our Privacy Policy explains how we handle personal data, and it forms part of this Agreement.

2. Eligibility and accounts

• You must be at least 18 years old, and able to form a binding contract, to create an account.
• You must not use the Service if the law forbids you to use it.
• Give true and complete information when you create your account, and keep it current.
• One account is for one person. Do not share your password or your sign-in with anyone.
• Keep your password secure. You are responsible for all activity under your account.
• If you think that someone used your account without permission, reset your password and tell us at once through the Contact page.

3. The license we grant you

The Service is software that we host. We do not give you a copy of it. If you obey this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Service while your account is active. You can use it for your own internal purposes, or for those of your organization.

We and our licensors own the Service, its software, its design, its help content and the SimpleScrumTools name. We keep all rights that this Agreement does not expressly grant to you.

4. What the license does not allow

You must not, and you must not help or allow another person to:

• reverse engineer, decompile or disassemble the Service, or try to get its source code, except where the law allows this in spite of this restriction
• copy, change or make derivative works of the Service
• sell, resell, rent, lease, sublicense or give access to the Service to a third party as a service of your own
• scrape, crawl or harvest the Service or its data with bots or other automated means, other than the indexing of public pages that our robots.txt permits
• get around plan limits, seat counts, billing or payment, for example with extra organizations or shared accounts that avoid a plan’s caps
• get around or test security features, access controls, authentication or rate limits, or scan the Service for vulnerabilities without our written permission
• put a heavy or unreasonable load on the Service, or interrupt or damage it, or the servers and networks that it uses
• use the demo account for anything other than looking at the product (see The demo account)
• use the Service to build or test a competing product
• remove or hide any notice of ownership, a label on an ad, or a legal notice

5. Acceptable use

Do not use the Service to store, send or share content that:

• is illegal, or that encourages illegal activity
• infringes another person’s intellectual property, privacy or other rights
• harasses, threatens, defames or deceives any person
• contains malware, or any code that is designed to cause harm
• is spam, or sends messages or invitations that people did not ask for

The Service is a project-management tool. Do not store these kinds of data in it: payment card numbers, government identity numbers, health information, or other special categories of personal data. You are responsible for the lawful basis of any personal data that you put in the Service.

6. Your content

“Customer Content” means the content that you and your organization put in the Service: backlog items, sprints, notes, comments, imports and similar material. As between you and us, the customer that owns the organization owns its Customer Content. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, send and display Customer Content. This license lets us operate, secure and support the Service for you, and obey the law. It does not let us do anything else. It ends when the Customer Content is deleted from the Service, except for copies that the Privacy Policy lets us keep.

You confirm that you have all the rights and permissions you need to put Customer Content in the Service. You also confirm that our use of it under this Agreement does not break any law or infringe any right.

We do not review Customer Content before it goes into the Service. We can remove Customer Content, or limit access to it, if we believe in good faith that it breaks this Agreement or the law.

7. Organizations and their administrators

Work in the Service takes place inside an organization. The people who manage an organization (its “administrators”) control who is a member, which roles each member holds, the plan, and billing.

• Administrators are responsible for the conduct of the members they invite, and for making sure that those members obey this Agreement.
• Administrators must invite only people they are permitted to invite, and must have a lawful basis to put members’ personal data in the Service.
• An administrator can remove a member or change a member’s roles. Your access to an organization’s content depends on your membership and roles, and it ends when an administrator removes you.
• Content that you create in an organization stays with that organization when you leave it. Any agreement between an organization and its members about their content is a matter between them.

8. The demo account

We give a public demo account so that anyone can look at SimpleScrumTools without signing up. All visitors share it. It contains fictional data, and we reset it on a schedule.

• The demo is read-only.
• Do not enter personal data or confidential information in the demo. Other visitors can see what the demo shows.
• Nothing in the demo lasts past the next reset.
• Do not try to change the demo’s password, get around its read-only limits, use it to send messages, or use it as a way into another account.
• We give the demo “as is”, with no warranty and no promise that it is available. We can change it, reset it or remove it at any time.

9. Feedback

If you send us ideas, suggestions or other feedback about the Service, we can use them with no obligation to you. You grant us a perpetual, irrevocable, worldwide and royalty-free license to use, change and include your feedback in the Service. Feedback does not include Customer Content.

10. Plans, billing and cancellation

Plans

Each organization is on one plan. The Pricing page publishes the plans, what each plan includes, its limits and its price. The Free plan has no charge. It has fixed limits, and it shows ads (see The Free plan and ads).

Paid plans and seats

• We bill paid plans per seat, at the prices published on the Pricing page. Each member of the organization is one seat.
• We bill each month or each year, as the administrator chooses, in advance, through our payment processor, Stripe. You authorize Stripe to charge your payment method for each billing period and for any applicable taxes.
• A paid plan renews automatically at the end of each billing period, a month or a year, until an administrator cancels it.
• An organization's first paid plan starts with a free trial, of the length the Pricing page states or a promotional code grants. You do not need a payment method to start a trial. If a payment method is on file when the trial ends, we charge it for the first billing period. If none is on file, the paid plan ends and the organization returns to the Free plan. Each organization can have one trial.
• When a member joins or leaves, the seat count changes. Stripe calculates a prorated charge or credit for the rest of the billing period, and it appears on the next invoice.
• Prices do not include taxes unless the Pricing page says so. You pay any sales, use, value-added or similar tax that applies.

Cancellation and refunds

An administrator can cancel a paid plan at any time in the Stripe customer portal. The portal opens from the organization’s Billing screen. The cancellation takes effect at the end of the current billing period. The paid plan continues until then. We do not refund fees for a partial billing period, or for seats or features that you did not use, except where the law requires a refund.

Failed payments

If a payment fails, Stripe tries the payment again for a period, and the paid plan continues while it tries. If the payment still fails, or the subscription ends, the organization returns to the Free plan.

Plan limits

The Service enforces each plan’s limits when you add something. It does not remove anything. An organization can hold more than its plan allows, for example after it returns to the Free plan. It then keeps all of its portfolios, teams, projects and members. But the Service refuses to add more of that kind of thing. This continues until the organization is under the limit, or until it moves to a plan with a higher limit.

Changes to prices and plans

We can change our prices and plans. We will tell the administrators of each affected paid organization at least 30 days before a price increase takes effect, by email or in the Service. The new price applies from the first billing period that starts after the notice period ends. If you do not accept the change, cancel before then.

11. The Free plan and ads

Ads support the Free plan. On the Free plan, the Service shows ads from our advertising partner on some screens. An advertising script loads only after a person gives consent on the consent banner, as the Privacy Policy describes. We can change the limits, the features and the ad placement of the Free plan. We can also stop the Free plan, with at least 30 days’ notice to the administrators of the affected organizations.

12. Third-party services

The Service works with services that other companies operate:

• Stripe, for payments and subscriptions
• Google and Microsoft, if you choose to sign in with them
• our advertising partner, currently Google AdSense, on the Free plan

Their own terms and privacy policies govern your use of their services. We do not control them, and we are not responsible for them. If a third-party service is not available, a part of the Service that depends on it can stop working.

13. Changes to the Service

We improve the Service all the time. We can add, change or remove features. If a change removes a material feature of a paid plan, we will tell the administrators of the affected organizations beforehand when we can. We do not promise that the Service will always be available, or that it will be free of interruptions or errors.

14. Suspension and termination

You can stop using the Service at any time. You can delete your account yourself from your account page, or ask us through the Contact page. An administrator can delete an organization from its Settings screen after cancelling any paid plan. Its members lose access at once, and we delete it and its Customer Content 30 days later. The Privacy Policy says what happens to your data when you delete your account.

We can suspend or end your access to the Service, or an organization’s access, if:

• you break this Agreement
• a payment is overdue and Stripe has stopped its attempts to collect it
• your use puts the Service, our users or us at risk of harm or legal liability
• the law or a court or government authority requires it

We will tell you before we act when that is reasonable. We will not tell you first if a notice would cause harm, or if the law forbids it.

Your data after termination

An organization’s access can end because an administrator deleted it, or for another reason that is not a serious breach or a legal requirement. In that case, its administrators have 30 days to ask for a copy of its Customer Content, or, after a deletion, to ask us to restore the organization. Send the request through the Contact page. We will send the copy in a common machine-readable format. After the 30 days, we can delete the Customer Content, as the Privacy Policy describes.

These sections continue after this Agreement ends: Your content (the license ends as that section says), Feedback, fees that you owe, Disclaimers, Limitation of liability, Indemnity, Governing law and venue, and General terms.

15. Disclaimers

We give the Service “as is” and “as available”. To the maximum extent that the law permits, Strategic Move LLC disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, secure or free of errors, that it will meet your requirements, or that it will keep any content without loss. You are responsible for your own decisions that you make with the help of the Service.

16. Limitation of liability

To the maximum extent that the law permits, Strategic Move LLC is not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill or data, that arise from or relate to this Agreement or the Service, even if we knew that such damages were possible.

To the maximum extent that the law permits, our total liability for all claims that arise from or relate to this Agreement or the Service is limited to the greater of: (a) the fees that you or your organization paid us for the Service in the 12 months before the event that caused the claim, or (b) USD $100 if you or your organization paid us nothing in that period, for example on the Free plan or in the demo.

Some places do not allow some of these exclusions or limits. In those places, they apply only as far as the law allows.

17. Indemnity

You will defend Strategic Move LLC, and hold it harmless, against any third-party claim, loss, damage or cost (including reasonable legal fees). This applies to a claim that arises from your Customer Content, from your use of the Service in breach of this Agreement, or from your breach of any law or of another person’s rights. We will tell you about the claim promptly, and we will let you control its defense. You must not settle a claim that admits fault for us, or that puts an obligation on us, without our written consent.

18. Governing law and venue

The laws of the State of Washington, United States, govern this Agreement, without regard to their conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and we agree that the state or federal courts located in Washington have exclusive jurisdiction over any dispute that arises from or relates to this Agreement or the Service. You and we consent to the personal jurisdiction of those courts.

If you are a consumer, the law where you live can give you rights that this Agreement cannot take away. This section does not affect those rights.

19. Changes to this Agreement

We can change this Agreement. The date at the top of the page shows when the current version took effect. If a change is material, we will tell account holders by email or in the Service at least 30 days before the change takes effect. If you continue to use the Service after that date, you accept the change. If you do not accept it, stop using the Service and cancel any paid plan.

20. General terms

• Entire agreement. This Agreement, the Privacy Policy and the prices on the Pricing page are the whole agreement between you and us about the Service. They replace any earlier agreement about the same subject.
• Severability. If a court finds a part of this Agreement unenforceable, that part applies as far as the law allows, and the rest of the Agreement stays in effect.
• No waiver. If we do not enforce a part of this Agreement, we do not give up our right to enforce it later.
• Assignment. You cannot transfer this Agreement without our written consent. We can transfer it to a company that takes over SimpleScrumTools or Strategic Move LLC, by a merger, a sale or otherwise.
• Force majeure. We are not liable for a delay or a failure that a cause outside our reasonable control causes.
• Export and sanctions. You must obey the export-control and sanctions laws of the United States and other countries that apply to your use of the Service.
• Relationship. You and we are independent parties. This Agreement does not make a partnership, an agency or employment between us.
• Notices. We send notices to the email address on your account, or show them in the Service. You send notices to us through the Contact page.

21. Contact us

For questions about this Agreement, write to Strategic Move LLC through the Contact page.