Terms of Service

Last Updated: January 12, 2023

1. Definitions

• The "Agreement" refers to these Terms of Service (the "Terms"), our Privacy Policy, and all other operating rules, policies, and procedures that we may publish periodically on the Website.
• "Software,""we,"and "us"refer to Software.co Technologies, Inc., a Delaware company doing business as Software, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
• The "Service" refers to the Website and online products provided by Software.
• The "Website" refers to Software's website located at software.com, all subdomains of software.com such as app.software.com, and all content, services, and products provided by Software at or through software.com and its subdomains.
• "User ,""you ,"and "your"refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 13 years of age.
• "Authorized Users"refer to Users and the Software personnel that Users authorize to access our Service.
• A "Subscription"is (a) an online order for the Service completed and submitted by you through this Website and accepted by Software or (b) another written agreement or purchase order for the Service accepted by both you and Software.
• The "Subscription Date" refers to (a) the date you submit your online order through the Website or (b) the date you accept an agreement that is ultimately accepted by both you and Software.

2. Description

Software's mission is to transform software development by analyzing data across the stack to quantify the craft of development. Features and functionality are as described on our Website on the Subscription Date, as such features and functionality may change periodically. We operate our Service on our providers' hosting servers to enable Authorized Users to access and use our Service via the web. By using or accessing any part of our Service, you are representing that you have the capacity and authority to enter into this agreement and are consenting on behalf of yourself and/or as an authorized representative of your company, as applicable, to be bound by this agreement.

3. Account Terms

3.1 Access to Services

Software distributes the Service online. You are solely responsible for providing, installing, and maintaining at your own expense all equipment, facilities, and services necessary to enable Authorized Users' access and use of the Service through the interface, including, without limitation all computer hardware, software, and Internet access.

3.2 User Account Security

You are solely responsible for tracking and for ensuring the security and confidentiality of all user identifiers and passwords. Software has no liability with respect to any use or misuse of such identifiers or passwords, and any use other than as provided in this Agreement will be considered a breach of this Agreement by you.Software has implemented commercially reasonable, industry-standard technical and organizational measures designed to secure your data from accidental loss and from unauthorized access, use, alteration, or disclosure. Each hosting provider for the Service has or will have similar contractual obligations to Software. Software does not represent that it meets the standards for operational compliance or certification in any specific area, including any government or industry-association requirements (see Section 15.3).

4. Acceptable Use

4.1 Compliance with Laws and Regulations

You will use commercially reasonable efforts to ensure, through proper instructions and enforcement actions, that all access to and use of the Service by you or Authorized Users, or otherwise through your facilities, equipment, identifiers, or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or this Agreement.

4.2 Conduct Restrictions

No provision of this Agreement includes the right to, and you will not, directly or indirectly:

1. Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service
2. Take any action that imposes, or may impose at Software's discretion, an unreasonable or disproportionately large load on Software's infrastructure
3. Knowingly upload invalid data, viruses, worms, or other software agents through the Service
4. Enable any person or entity other than Authorized Users to access and use the Service or Technology (as defined in Section 12)
5. Modify or create any derivative work based upon the Service or Technology
6. Engage in, permit, or suffer to continue any copying or distribution of the Service or Technology
7. Reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service or Technology
8. Access the Service in order to build a competitive solution or to assist any third party to build a competitive solution
9. Remove, obscure, or alter any proprietary notice related to the Service or Technology
10. Engage in, permit, or suffer to continue any use or other activity that is not expressly authorized under this Agreement by any person or entity within your control.

In the event you violate any of the terms in this section, in addition to any other remedies available at law or in equity, Software will have the right, in its discretion, to immediately suspend your and Authorized Users' use and access to the Service.

5. Service Period

This Agreement will commence on the Subscription Date and, unless terminated early in accordance with Section 7, continue for the number of months or year(s) specified in the Subscription as measured from the Subscription Date (the "Initial Period").

If you are using a Paying Plan, this Agreement will automatically renew for successive renewal periods of the same duration of the Initial Period (each, a "Renewal Period") unless one party gives notice of termination or non-renewal. The Initial Period and all subsequent Renewal Periods are collectively the "Service Period."

If you are using the Service under a Free Plan, this Agreement will be deemed month-to-month and either party will be free to not renew, or to terminate, this Agreement immediately upon notice to the other.

6. Payment

1. Pricing: Unless the parties agree otherwise in a separately executed written agreement for a Paying Plan, all fees including taxes for the Service ("Fees") will be initially based on the pricing published at the Website as of the Subscription Date for the Initial Period. In order to maintain the quality of the Service, pricing may automatically increase by the greater of 3% or CPI to adjust for inflation, which can increase the cost of improving and maintaining the Service. All or certain of the Fees may be calculated on the basis of the number of users in your organization, number of synchronized repositories, number of executed workflows and automations, and duration of data retention.
2. Authorization for payment: You agree to give Software permission to charge you using that payment method for any services used during the Service Period. As indicated in a Subscription, Software may bill: in advance; at the time of purchase; shortly after purchase; or on a recurring time- or usage-based basis.
3. Responsibility for payment: You agree that you are authorized to use the payment method you entered when creating a billing account. You must keep all information in your billing account current. You can access and modify your billing account information through the Website and may change your payment method at any time. If you notify Software to stop using your previously designated payment method and fail to designate an alternative, Software may immediately suspend use and access to the Service. Any notice from you changing your billing account will not affect charges Software submits to your billing account before Software reasonably could act on your request.
4. Billing schedule; no refunds: Payments for all accounts registered to pay via credit card are due the date the invoice is posted on your account. Payments for all accounts registered to pay via check, wire transfer, or Automated Clearing House (ACH) are due within 30 days of the invoice date unless otherwise agreed-to by the parties in writing. If any payment is not made when due, Software may immediately suspend use and access to the Service. All prepayments, if any, for the Service (monthly, yearly, or otherwise) will be deemed fully earned upon payment and are non-refundable.
5. Missed payments: Any amount not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Software to collect any amount not paid when due, you will pay or reimburse Software's costs of collection (including, without limitation, any attorneys' fees and court costs).
6. Pricing changes: Except for automatic increases to adjust for inflation pursuant to Section 6.1, Software will notify you in advance, either through the Service or by email pursuant to Section 15.6, if Software changes Fees that would apply to you in a Renewal Period. If you do not agree to these changes, you must give notice of your intent to not renew the Agreement for such Renewal Period and stop using the Service on or before the effective date of termination. If you fail to give notice of non-renewal, your payment information on file will be charged according to the new Fees thereafter.
7. Cancellation: If you terminate this Agreement early or if it's terminated early by Software pursuant to Section 7, you will not be obligated to pay the Fees following the effective date of termination. In all other cases, and regardless of whether you and your Authorized Users access or use the Service at the levels reflected in the Subscription or otherwise, you are responsible for paying all Fees through expiration of the Service Period.

7. Cancellation and Termination

7.1. Account Cancellation

It is your responsibility to properly cancel your account with Software. You can cancel your account at any time by going into your account settings.

7.2. Upon Cancellation

Any and all rights granted to you with respect to the Service and Technology, and any and all rights granted to Software with respect to your data except as written in Section 11.2, will terminate on the effective date of termination. You agree return to Software any and all Confidential Information of Software in your possession or control. Software will have no obligation to provide the Service to you or Authorized Users after the effective date of the termination. You will pay to Software any amounts payable for your and Authorized User's use of the Service through the effective date of the termination, together with all other amounts in accordance with Section 6. This Section 7 and Sections 4, 6, and 10-15 will survive the expiration or earlier termination of this Agreement.

Software's only obligation with respect to any electronic information transmitted or received by you or Authorized Users in relation to use of the Service is to promptly delete or destroy any information that is stored in the Service database on the effective date of termination upon your request. You acknowledge that the duration of the retention of such information is determined by the terms of the applicable Free Plan or Paying Plan. In addition, you acknowledge that although information in the Service database will be deleted from its transaction servers, Software may retain such information stored on automatic backup archiving systems during the period such backup or archived materials are retained under Software's customary procedures and policies. In addition, Software may retain certain information as provided in Section 11.2.

7.3. Software May Terminate

Software may terminate this Agreement immediately upon notice to you if you breach any provisions in the Agreement, in order to comply with applicable laws or regulations, or if you default in the timely payment of any amounts due Software under a Paying Plan.

8. Service Commitment and Support

Excluding scheduled maintenance windows, Software will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed "available"so long as Authorized Users are able to login to the Service interface and access data.

If you are under a Paying Plan, Software will provide in-product and email support ("Support"). Although no response times are guaranteed, Software will use commercially reasonable efforts to respond to such support requests within 48 hours. Software may delegate the performance of certain portions of the Support to third parties, but will remain responsible to you for delivery. In the event any Support is not performed with reasonable skill, care, and diligence, Software will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.

Subject to this Agreement, Software will make the Service available to you and Authorized Users during the Service Period, and Software hereby grants to you, during the Service Period, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website, and to access and use Software's technical and operations documentation and Agents (as defined in Section 9) in support solely for your internal, business use.

You acknowledge that your and each Authorized User's access and use of the Service are subject to Software's Privacy Policy which is incorporated into this Agreement by reference. Software may delegate the performance of certain portions of the Service to third parties, but will remain responsible to you for delivery. Software may in its discretion modify, enhance, or otherwise change the Service.

9. Agents; Third-Party Content

Software will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion to support your access and use of the Service (collectively, "Agents"). You acknowledge and agree that:

1. The Agents may only be used on systems owned, leased, or primarily operated by you
2. The Agents are made available solely to support access and use of the Service, and Software has no liability with respect to any other uses of the Agents
3. Certain of the Agents may include third-party content that is subject to open source license terms that may expand or limit your rights to use such content

You agree to review any electronic documentation that accompanies the Agents or is identified in a link provided to you to determine which portions of the Agents are open source and are licensed under open source license terms. To the extent any such license terms require that Software provide you the rights to copy, modify, distribute, or otherwise use any open source software in the Agents that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license terms will take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Further, you acknowledge and agree that all third-party content is governed by its respective terms and such terms are solely between you and the applicable licensor. You agree to comply with such third-party terms (including open source license terms), as applicable, and Software has no liability with respect to third-party content under this Agreement.