Terms of Service

Last updated: 06 August 2024
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR PRODUCTS OR SERVICES

Introduction

These Terms of Service (the “Terms”) is a binding legal agreement between HeroCoders sp. z o.o., a company incorporated under the laws of Poland under registration number NIP: 5833433174, having its registered address at: Zosi 16, Gdansk 80-119, Pomorskie, Poland, or any one of its subsidiaries or affiliated companies (collectively referred to as “HeroCoders”, “we”, “us” or “our”), and a customer (“you” or “your”), the user of the Websites (as defined below), being a person, entity or organization subscribing to our Apps (as defined below), hereinafter referred to together as the “Parties” and individually as a “Party”.

By referring to the “Partner Platform” or “Partner Platforms”, we imply our marketplace partners, which include, but are not limited to, the Atlassian Marketplace Platform (Jira), the Microsoft Corporation Commercial Marketplace Platform (Microsoft Teams), and monday.com’s Marketplace (monday.com) with which HeroCoders has executed partnership agreements with respect to publishing, promotion, selling, testing and distribution of our Apps. We encourage you to read the Partner Platforms’ terms and conditions, as well as their privacy policies and other public documents, before purchasing (if applicable), installing and using the Apps since they may apply to you along with these Terms. In case you need further information about the Partner Platforms, please contact us at: support@herocoders.com.

The Terms govern your:

(i) use of our products and services, including all of our SaaS/Cloud software products(the Cloud-Based Saas Products), plug-in applications and our downloadable software products (the Downloadable Software with Perpetual Licensing, the Subscription-Based Downloadable Software) offered to you through The HeroCoders Websites and/or the Partner Platforms (collectively, the “Apps”);

(ii) use of the websites provided and maintained by HeroCoders, and any of their subdomains, including, but not limited to:

https://www.herocoders.com
https://checklistforjira.com
as well as the Partner Platforms (collectively, the "Websites"); and

(iii) other interactions with us (for example, by contacting us through email or Support Portal or applying for a job).

We refer in the Terms to all of these products, the Apps, and the Websites, together with our other services, as the “Services”, or if severally, as the “Service”.

1. Acceptance of the Terms

1.1. The Terms apply to all our Apps licensed to you. Before purchasing (if applicable), installing, and/or using the Apps, please carefully read the Terms. By purchasing (if applicable), installing and/or using the Apps, you acknowledge that you have read, understood and agree to be bound by the Terms, including, without limitation, the terms of other documents and/or policies that are incorporated herein by reference or mentioned. If you are accepting the Terms on behalf of another person or company or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity under the Terms.

1.2. If you do not agree to the Terms, or you do not have the necessary authority, you are not authorized to install and/or use the Apps for any purpose whatsoever and you must promptly unsubscribe from the Apps.

1.3. HeroCoders is a vendor on the Partner Platforms. As such the Terms are governed by the Atlassian Marketplace Terms of Use and related Atlassian terms and conditions for Jira apps; and the Microsoft Commercial Marketplace Terms of Use and related Microsoft terms and conditions for Microsoft apps; and monday.com’s Marketplace listings Terms and related monday.com terms and conditions for monday.com apps. These are collectively referred to as the “Partner Platforms Terms”. If you do not agree with the Partner Platforms Terms, you shall consequently not be authorized to use the applicable marketplace product and our Apps.

1.4. Please read the Terms carefully, as they contain important information concerning your rights and limitations on these rights, as well as information about the governing law and jurisdiction for the disputes.

1.5. HeroCoders reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms at any time, with or without any prior notice to you. Please check the Terms periodically for any changes. Your continuing use of the Services following any revisions or changes to the Terms will constitute your irrevocable acceptance of any and all such revisions and changes.

1.6. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, ACKNOWLEDGED AND UNDERSTOOD THE TERMS AND AGREE TO BE BOUND BY THE TERMS, AND USE THE SERVICES IN ACCORDANCE WITH AND SUBJECT TO THE TERMS, THE PRIVACY POLICY, AND THE DATA PROCESSING AGREEMENT. IF YOU ARE ENTERING INTO THE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND OUR PRIVACY POLICY OR THE DATA PROCESSING AGREEMENT, YOU MUST NOT ACCEPT THE TERMS AND MAY NOT USE THE SERVICES.

2. Term

2.1. Subject to the Terms and subject to the termination rights stipulated under Section 18 hereof, the duration of the Terms shall continue in force for the period of:
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(i) the Subscription License (defined below) or the renewal period of the Subscription-Based Apps;
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(ii) the Evaluation Period (defined below) of the Evaluation License (defined below); or
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(iii) your utilization of the Free Apps as provided on the applicable Partner Platform until the Free Apps are uninstalled and/or removed from our Services offerings.

3. The Apps

3.1. HeroCoders develops add-ons for the Partner Platforms, which serve as the functional tools that help businesses to make their processes more effective by, e.g., making communication of goals and objectives or time reporting easier for teams using our add-ons.

3.2. We offer, without limitation, the following Apps:

(i) the Cloud-Based SaaS Products:

Issue Checklist for Jira - Pro;
Issue Checklist for Jira - Free;
Checklist for Jira (Cloud);
Clockwork Automated Timesheets – Pro;
Clockwork Automated Timesheets – Free;
Epics Map for Jira;
Acceptance Criteria for Jira – Free;
To-do Checklist for Team;
Clockwork Time Tracking & Timesheets for monday.com;

(ii) the Downloadable Software with Perpetual Licensing:

Checklist for Jira (Server);

(ii) the Subscription-Based Downloadable Software:

Checklist for Jira (Data Center).

3.3. The list of the available Apps, their descriptions, conditions for installing, pricing and other details can be found on the Websites.

3.4. The Apps offered to you through the Partner Platforms are offered to you:(i) on a subscription basis (the “Subscription-Based Apps”); or(ii) for free, i.e., without billing (the “Free Apps”).

3.5. The Terms apply whether you purchase our Apps directly from HeroCoders, through the Partner Platforms, through an authorized reseller or otherwise. If you purchase through a reseller, your license rights shall be stated in the order provided to you by the reseller. Resellers are not authorized to make any promises, commitments or impose additional terms and conditions on our behalf, and we are not bound by any obligations to you other than what is included in the Terms.

3.6. To make use of our Apps, you may be required to register on the Partner Platform. You are to ensure that any information that you provide on the Partner Platform is correct, complete and current, as you shall be responsible for updating the accuracy of your information.

3.7. Once you have submitted an order for the subscription and/or renewal and/or use of the Apps via the Partner Platform or its authorized reseller, you shall be directed on your authorized use of the Apps which shall include: the type of license you have acquired, your name, contact details, the number of permitted users inside the Partner Platform’s product(s) and the SaaS Product(s), the required Fees, and any other related information as reasonably required.

3.8. The Apps shall be sent electronically to you and you shall be responsible for the installation of the Apps.

3.9. You might need a valid user account with the Partner Platform in order to log in to the SaaS Product.

3.10. You may also create an account using Support Portal if you wish to use HeroCoders Help Center to get product support or other services.

3.11. We have the right to change, modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without any prior notice to you. We also reserve the right to assign or transfer the Terms, in whole or in part, without restriction.

4. Grant of License

4.1. The Terms entitle you to install and use the amount of copies of the App, which is specified in the license terms and conditions of the particular App on the Websites. The Terms do not permit the installation or use of multiple copies of the Apps on a system that allows shared use of applications. Multiple copy use or installation is only allowed if you obtain the appropriate license for each copy of the Apps. Furthermore, the Apps may only be installed and used on the systems you own, lease or which are controlled by you, or your third party service provider, provided you remain responsible for the third party’s compliance with the terms and conditions of the Terms.

4.2. Subject to the Terms, you are granted a worldwide, limited, non-transferable, non-exclusive, non-sublicensable, “as-is” right to install and use the Apps for the term and applicable licensing Fee that is associated with the particular Apps you choose to purchase.

4.3. The Apps are licensed to you either on a Subscription License, an Evaluation License, or a Free License, or a Perpetual License, subject to the following terms:

(i) The Subscription License

The Subscription-Based Apps shall be granted on a time specific limit as per the subscription license (the “Subscription License”), providing you with a worldwide, non-exclusive, non-transferable, non-sublicensable use of the Subscription-Based Apps, subject to automatic renewal for successive monthly or annual terms unless either Party notifies the other of nonrenewal or we cease to make a particular Service available. If you cancel your subscription to the Subscription-Based Apps, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to any refunds for amounts accrued or paid prior to such termination.
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You acknowledge and agree to the use of the Cloud-Based SaaS Products, which are provided to you as a cloud service, and are hosted by us and/or the Partner Platforms. You also acknowledge and agree that HeroCoders and/or the Partner Platforms may make changes to the Cloud-Based SaaS Products from time to time.
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(ii) The Evaluation License

The Partner Platform may provide you, at their sole discretion, with a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable, limited license for the purposes of assessing the functionality of the Apps (the “Evaluation License”). The Evaluation License will provide you with the full version of the Apps for free for 30 (thirty) days (the “Evaluation Period”) unless stated otherwise, after which you must either purchase or uninstall the Apps. Upon the expiry of the Evaluation Period, you shall be obligated to pay for the full license Fee or stop using the Apps, and all components of the Apps shall cease to function.

(iii) The Free License

The Free Apps shall be granted to you at no cost and shall be provided to you on a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license (the “Free License”). Your use of the Free Apps shall be subject to any other terms and conditions as we deem necessary and shall be for a stipulated period of time.

(v) Restrictions on Export

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4.4. You acknowledge that we may cancel the Free Apps at any time and for whatever reason, at our sole discretion. You may, however, upgrade to a similar product offered as a Subscription-Based App, if available, and all your applicable data will be transferred by us automatically if possible.

4.5. We reserve the right to terminate or suspend your Subscription License without providing any prior notice or reason in case of any violation of these Terms or the applicable law, or at our sole discretion. If your Subscription License is terminated or suspended by us for any reason, you may be further prohibited from being granted a new Subscription License, even if you may be acting on behalf of a third party.

5. Restrictions

5.1. The Apps are licensed, not sold, to you and we shall retain ownership of all the Apps, including copies of the Apps. Accordingly, the following restrictions shall apply:
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(i) Restrictions on Transfer

You may not assign your rights and obligations under the Terms, or redistribute, encumber, distribute, sell, rent, lease, sublicense, or otherwise transfer your rights to the Apps as granted to you under the Terms or make the Apps available to a third party without our prior written consent.
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(ii) Restrictions on Use

You may not use, copy or install the Apps on any system, or permit the use, copying, or installation of the Apps on more than one Partner Platform’s product(s). If you hold multiple, validly licensed copies, you may not use, copy, or install the Apps on any system with more users than the number permitted by the applicable license. You may not:

decompile, reverse-engineer, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide non-authorized users with access to the Apps in whole or part;
use the Apps for the benefit of any third party;
incorporate any of the Apps into a product or service you provide to a third party;
interfere with any license key mechanism in the Apps or otherwise circumvent mechanisms in the Apps intended to limit your use;
remove or obscure any proprietary notices on the Apps or any permitted copies of Apps;
publicly disseminate information regarding the benchmarking performance of the Apps; or
otherwise attempt to derive the source code of the Apps.

You may not use the Services in any manner, which is illegal or contravenes any applicable law, regulation or a third party’s intellectual property rights.
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(iii) Restrictions on Alteration

(iv) Restrictions on Copying

You may not copy any part of the Apps.
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(v) Restrictions on Export

You acknowledge and agree to not export or re-export the Apps outside the jurisdiction in which the Apps were obtained by you without our prior written consent or as authorized by applicable laws and regulations. You shall be solely responsible for determining the existence of applicable laws and compliance with relevant laws as regards to the export of the Apps from the country of original purchase. We are not liable for your use of the Apps in your jurisdiction or as specified under the Terms. You are solely responsible for complying with applicable laws and obtaining any needed authorization for export. You agree to not export the Apps from any country where there are applicable legal restrictions on such export. We reserve all our rights not expressly granted to you under the Terms.

6. Job Openings Services

HeroCoders lists the job openings available at the company on its website.. You can browse available vacancies on the HeroCoders Websites, however, in order to apply for a position, you will be redirected to our hiring page at https://herocoders.breezy.hr/. You will be asked to enter your personal information on the hiring web page. The processing of your personal data shall be subject to our Privacy Policy and the Data Processing Agreement.

7. The Maintenance Services and Upgrades

7.1. We may provide you with version upgrades, and/or enhancements of the Apps and make them generally available from time to time.

7.2. To address any technical issues you may have regarding the Apps, we shall provide you with online technical support (the “Maintenance Services”).The Maintenance Services shall be provided to you with reasonable skill and care for the duration of your Subscription License and for the duration of the Free License, including any applicable renewal periods thereof.

8. The Support Services

8.1. We shall provide you with support services, which shall include, but are not limited to, bug fixes and patches (the “Support Services”) for the duration of your Subscription License and for the duration of the Free License, including any applicable renewal periods thereof.

8.2. You can request the Support Services through one of the following channels:

by submitting a ticket on our Support Portal;
via email at: support@herocoders.com; or
on Atlassian Marketplace’s Community Forum. You acknowledge that requests made via the Atlassian Marketplace’s Community Forum are monitored by our support team and are answered on a best efforts basis.

8.3. The use of the Support Services is governed by our Service Level Agreement.

9. The Services Content, Intellectual Property, and Links

9.1. The Apps and the HeroCoders Websites as a whole and accounts on social media belong to us and are protected by the intellectual property legislation. All the Apps and the HeroCoders Websites information, content, software, graphics, text, sounds, images, buttons, trademarks, services marks, trade names, logos and the software required for our Apps and the HeroCoders Websites used by or contained on/in the Apps and the HeroCoders Websites are owned by HeroCoders or HeroCoders’ licensors (the “Intellectual Property Materials” or the “Services Content”), and protected by copyright, trademarks, national and international laws, conventions, treaties and other laws. You agree that we exclusively retain all right, title, interest and intellectual property rights in and to the Intellectual Property Materials.

9.2. Our Intellectual Property Materials may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, transferred, assigned, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of HeroCoders.

9.3. Nothing in the Terms shall operate to assign or transfer any intellectual property rights from us to you or vice versa. The intellectual property rights shall mean 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.

9.4. HeroCoders shall retain all right, title and interest in and to the Apps and the HeroCoders Websites, as well as all the intellectual property rights not expressly granted by us under the Terms.

9.5. The Services may contain links to third-party websites or services, which do not belong to us, and we do not control them. We shall not be responsible for the content, privacy practices and the functioning of third-party websites and services. We disclaim any liability for any aspects of such third-party websites and services via your direct access or through the HeroCoders Website. Please read public documents of those third-party websites and services before using them.

10. User Content

10.1. “User Content” means any content created, posted, or shared by you, on or through the Services, including, without limitation, any information, data, and other content relating to you.

10.2. In connection with the use of the Services and the Services Content or the User Content, you are not authorised to nor can allow a third party to:

violate any applicable laws, rules or regulations, notably cause damage or injury to any person or property, infringe any rights of third parties, including, but not limited to, any intellectual property rights and privacy rights or perform any other illegal, harmful or fraudulent activities;
probe, scan, or test the vulnerability of any system or network;
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;
attempt to connect without permission and/or damage, in any way whatsoever, any users, hosts or networks;
disturb, hamper, interfere or interrupt the access to or operation of the Services and the Services Content, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.
store more data than your subscription alows.

10.3. You represent and warrant that you retain ownership of all of your intellectual property rights in the User Content or that this User Content is subject to a license granted to you by a third party holding these rights, under conditions allowing you to freely use and/or transfer these elements for the purpose of using the Services, under the conditions described in the Terms. HeroCoders does not claim ownership of the User Content.

10.4. You agree to hold HeroCoders 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.

11. The Fees and Payments

11.1. The Apps shall be offered to you either on a subscription basis or free of charge, which is indicated in the description to each of the Apps on the respective Partner Platform.

11.2. The Partner Platforms are responsible for handling subscriptions and payments on our behalf. HeroCoders as a vendor of the Partner Platforms sets the price only and does not handle any payments for the Apps. For Atlassian Marketplace, HeroCoders only sets the per-user price. The final price is calculated by Atlassian and HeroCoders has no control over it.

11.3. The Fees for the Apps provided on a subscription basis shall be charged based on the number of users subscribed on your side, unless otherwise stipulated by the Partner Platforms licensing terms and conditions You can refer to the Partner Platforms Terms to find out more about factors affecting the price you will be charged:

for Atlassian Marketplace refer to Marketplace App Licensing;
for Microsoft Marketplace, refer to the Purchasing and Billing section of the Microsoft Commercial Marketplace Terms of Use;
for monday.com’s Marketplace, refer to the Pricing, Collection and Revenue Sharing section of monday.com’s Marketplace listings Terms.

11.4. The Partner Platforms may offer a free trial for the Apps or portion thereof on the terms set forth in the Partner Platforms Terms (the “Trial”):

for Atlassian Marketplace, refer to clause 2.4. Trial Periods of the Atlassian Marketplace Terms of Use;
for Microsoft Marketplace, refer to the Purchasing and Billing section of the Microsoft Commercial Marketplace Terms of Use;
for monday.com’s Marketplace, refer to the Pricing, Collection and Revenue Sharing section of monday.com’s Marketplace listings Terms.

11.5. The Trial implies that you may use the Apps free of charge for 30 (thirty) days or 1 (one) billing cycle, unless otherwise stated on the Websites. Upon expiration of the Trial, you will have to pay for the subscription plan you chose, otherwise the Apps will either cease to function or operate under certain limitations.

11.6. You agree to pay all applicable fees for the Apps (the “Fee(s)”) on their due date and in a manner directed at the time of subscribing for the Apps. Should you fail to pay the applicable Fees, this may result in the termination of the licenses granted to you under the Terms.

11.7. The Fees for the Apps are non-refundable, unless otherwise stipulated by the Partner Platforms Terms.

12. Warranties, Acknowledgements, and Warranty Limitations

12.1. We warrant that HeroCoders has the legal right and authority to enter into the Terms and to perform its obligations under the Terms.

12.2. You acknowledge and warrant to us that you have the legal right and authority to enter into the Terms and to perform your obligations under the Terms.

12.3. You acknowledge and agree that HeroCoders is the sole owner of the Apps, including improvements made based on the feedback you may provide about the Apps (the “Improvements”). You hereby agree you will make no claims of intellectual property rights to such Improvements or to such modified software, programs, data structure or other intellectual property created pursuant to the Improvements, and where HeroCoders is not by law the first owner of such Improvements, you hereby assign and transfer to HeroCoders any and all right, title and interest you have or may have in the Improvements.

12.4. All of the Parties’ warranties and representations in respect of the subject-matter of the Terms are expressly set out in the Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject-matter of the Terms will be implied into the Terms or any related contract.

12.5. You acknowledge that:

generally, software is never wholly free from defects, errors and bugs; and therefore subject to the other provisions of the Terms, we give no warranty or representation that theApps will be wholly free from defects, errors and bugs;
generally, software is never entirely free from security vulnerabilities; and therefore, subject to the other provisions of the Terms, we give no warranty or representation that theApps will be entirely secure;
the Apps are only designed to be compatible with the respective Partner Platform’s software applications; and we do not warrant or represent that the Apps will be compatible with any other software; and
the Apps may use third-party hosting services which may be provided to you without any warranties. As such, HeroCoders cannot ensure that these third-party hosting services are provided to you free of defect or without interruption.

13. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND HEROCODERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT HEROCODERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM HEROCODERS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. WITHOUT LIMITATION TO THE FOREGOING, THE HEROCODERS 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. Electronic Communications

You consent that any emails, surveys, other information or feedback you provide to us through the Services or via any other medium, except for personal data, as defined in the Privacy Policy, can be used by HeroCoders in any manner, including, but not limited to, for testimonials, reviews and ratings on our Website or third-party websites.

15. Publicity Rights

You agree that HeroCoders may use your name and logo for the purpose of identifying you as a user of the Apps. We undertake to comply with a written request to discontinue such use within 30 (thirty) days.

16. Privacy and Data Protection

We are committed to protecting your privacy. The provisions of our Privacy Policy and the Data Processing Agreement will govern any personal information/data gathered from you in connection with the Apps.

17. Limitation of Liability

17.1. You agree that your use of the Apps is at your own risk. To the maximum extent permitted by applicable law, in no event shall HeroCoders be liable to you for, or to those claiming through you 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.

17.2. In no event shall our aggregate liability to you arising out of or in connection with the Terms, 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-Based Apps. HeroCoders, however, shall not be liable to you for the Free SaaS Products.

17.3. In no event shall HeroCoders be liable for any failure of performance due to circumstance beyond our control, including, but not limited to, a power outage, computer virus, malware, spyware, key logger application, system failure, fire, flood, earthquake, terrorism, act of war, or extreme weather conditions.

18. Indemnity

18.1. Upon becoming aware of an actual or potential breach and/or claim and/or infringement, you agree to cooperate with HeroCoders (at your expense) and you agree to notify us and provide us with all such assistance as may be reasonably requested to allow us the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties. You must, furthermore, not admit liability to any third party or settle any disputes or proceedings involving a third party without our prior written consent.

18.2. You shall indemnify, defend and hold HeroCoders 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 us, arising directly or indirectly from: (i) any information that is inaccurate, not up to date, incomplete, misleading or a misrepresentation; (ii) any breach of the Terms by you or an authorized user; (iii) any misuse of the Services by you, your employees, contractors and/or authorized users; (iv) any breach of law, regulation or license by you or an authorized user; and (v) any claim brought by a third party arising out of or in connection with your or an authorized user’s use of the Services.

18.3. The obligations under this section will survive termination of the Terms.

19. Termination

19.1. The Terms may terminate through: (i) the expiration of the Subscription License; or (ii) the expiry of the Evaluation Period; or (iii) the uninstallment of a Free License; or (iv) the termination for convenience; or (iii) the termination for cause.

19.2. If we terminate the Terms for convenience where you are paying for a Subscription License, your license to the Subscription-Based Apps shall automatically terminate and you shall be required to remove all components of the Apps from your systems and destroy any copies.

19.3. HeroCoders may terminate the Terms if you materially breach them or any other agreement you have entered into with us. A material breach shall include, but is not limited to, your failure to timely pay the Fees when they have become due and owing to us, when you significantly put our system at risk as a result of not using the designated user interface elements to access or store data and non-UI access as per the applicable documentation, and where you attempt to access all your data at once from our servers or store more data than can be displayed in UI. As such, where it has been found that you have caused a material breach, HeroCoders shall, in its sole discretion, temporarily deny you access to the Apps and delete harmful data, so as to afford us with the opportunity to protect our system and our other customers. If we delete any data, we will back it up for at least 30 days, and provide you with the backup if we have your contact details (all licensed installations/subscriptions contain customer contact details). After the expiration of the aforementioned period, backed up data might be permanently deleted at our sole discretion without any further notice.

19.4. Should we terminate the Terms for cause, we will provide you with a 10 (ten) days’ prior written notice, if we have your contact details, after which period the Terms will automatically terminate. Upon termination of the Terms, you shall cease all use of the Apps and you shall reasonably cooperate in: (a) removing, uninstalling or deactivating all copies of the Apps; and (b) satisfying all financial obligations you may have to us.

19.5. If you terminate the Terms for convenience or if we terminate the Terms for cause, you shall not be entitled to a refund of any portion of the Fees you have paid for the Apps.

20. General Provisions

20.1. Relationship of the Parties. The Parties are independent parties under the Terms and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither Party intends the Terms to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties and listed affiliates. The Terms are not intended to create a third-party beneficiary of any kind. You must not represent to any third party that it has any right to bind us in any manner and you will not make any representations or warranties on behalf of us.

20.2. Severability. If a court holds that any provision of the Terms is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from the Terms. The change will affect neither the validity of the amended provision nor the validity of any other provision of the Terms, which will continue in full force and effect.

20.3. No Waiver. A 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.

20.4. Force Majeure. A “Force Majeure” event 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. 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.

20.5. Notices. Any notice given under or in relation to the Terms must be in writing and emailed: (i) if to us, at: support@herocoders.com; (ii) if to you, at the email address provided by you when purchasing the Apps.

20.6. Assignment. You may not sublicense, assign or transfer any rights under the Terms without our prior written consent. Any attempt by you to sublicense, assign or transfer any of your rights, duties or obligations under the Terms, whether directly or indirectly, by merger, acquisition or change of control, will be null and void.

20.7. Governing Law. The Terms, and any dispute or claim arising out of or in connection with it or its subject-matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with Polish and European Union laws, and the Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of Poland and the European Union

20.8. Entire Agreement. The Terms, the Privacy Policy, the Data Processing Agreement, the Security Statement, the Service Level Agreement, and other public documents (as applicable), constitute the entire agreement and understanding between you and HeroCoders in relation to the use of the Services and supersede all oral or written proposals, and all communications between the Parties relating to the subject-matter of the Terms.

20.9. Changes to the Agreement. We reserve the right to amend the Terms, as well as the contents of the Services, at any time and for any reason and without liability to you, any other user or any third party. Any amendment will be effective on the posting of an updated version at this page. You understand and agree that your continued access or use of the Services after such change signifies your acceptance of the updated Terms. This right shall not affect the Terms accepted by you upon making a legitimate purchase (if applicable) or installation of the Apps. We will note the date that updates were last made to the Terms at the top of this page, and the updated Terms will take effect upon posting. It is your responsibility to check the Terms each time you access the Services and review the most current version of the Terms.

21. Contact Details

For any questions regarding the Terms, claims, complaints or comments, please email us at: support@herocoders.com. Also, regarding our Jira-relatedApps, you can contact us through our Help Center at: https://herocoders.atlassian.net/servicedesk.