LAST UPDATED: April 1st, 2019

SERVER/DATA CENTRE BASED END USER LICENCE AGREEMENT

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY USING THE APP YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE APP.

A. This end user licence agreement (Licence) is a binding legal agreement between you (the Customer or you) and Hindsight Software Limited, incorporated and registered in England and Wales with company number 08051221 whose registered office is at 2a The Quadrant, Epsom, Surrey, KT17 4RH (the Licensor) for server and data centre deployments of:

B. The Licensor grants you a royalty-free, non-exclusive (and in the case of server deployments of the App, perpetual) licence for use of the App and the Documentation: 

C. The Licensor does not sell the App or Documentation to you and remains the owner of the App and the Documentation at all times.

D. This Licence does not cover the sale or resale of any software manufactured by the App Store, the Licensor’s other professional services relating to any such software, or any physical hardware products provided by the Licensor.

The terms of this Licence apply to the App and to any of the services accessible through the App (the Services), including any updates or supplements to the App or any Services, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Services, the terms of an open-source licence may override some of the terms of this Licence.

From time to time updates to the App may be issued through the App Store. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

You will be assumed to have obtained permission from the owners of the devices that are controlled, but not owned, by you to download or stream a copy of the App onto the devices. You accept responsibility in accordance with the terms of this Licence for the use of the App or any Services on or in relation to any device, whether or not it is owned by you. 

By using the App or any of the Services, you consent to the Licensor collecting and using technical data about the devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve the Licensor’s products and to provide any Services to you.

The App or any Services may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under the Licensor’s control, and the Licensor is not responsible for and does not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them. 

You must be 16 or over to accept these terms and use the App.

The App is compatible with the operating systems, web browsers, databases, and hardware of the App Store’s Jira software. The Licensor will post compatibility updates (Release Notes) on the App Store and on the Licensor’s website located at https://www.hindsightsoftware.com (Licensor’s Website) as and when required.

Licences granted to you by the Licensor in accordance with this Licence are granted subject to the condition that you must ensure that the maximum number of Authorised Users which are able to access and use the App concurrently, is equal to the number of User Licences for which the necessary fees have been paid to the App Store and/or its authorised partners (each authorised partner being an Atlassian Solution Partner). You may purchase additional User Licences at any time on payment of the appropriate fees to the App Store or an Atlassian Solution Partner. "User Licence" means a licence granted to you under this License to you to permit an Authorised User to use the App. The number of User Licences granted to you is dependent on the fees paid by you. "Authorised User" means a person who accesses and uses the App in accordance with this Licence and for which the necessary fees have been paid to the App Store and/or an Atlassian Solution Partner.

In return for you agreeing to comply with these terms you may:

Under data protection legislation, the Licensor is required to provide you with certain information about who it is, how it processes your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is found in the Privacy Policy set out in Schedule 1 to this Licence. It is important that you read that information.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Except as expressly set out in this Licence or as permitted by any local law, you agree not:

together the Licence Restrictions.

Acceptable use. You must not: 

All intellectual property rights, title and interest in the App, the Documentation and the Technology (together the Products) belong to the Licensor or the Licensor’s licensors, and the rights in the App are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, the Documentation or the Technology other than the right to use each of them in accordance with the terms of this Licence. The Licensor shall own all modifications and derivative works of the Products, whether made by the Licensor, you or any third party, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Products.

You shall not take (and shall not allow any third party to take) any action inconsistent with the Licensor’s intellectual property rights and/or interests, or those of any third party, or assist any third party in doing the same, and you will notify the Licensor promptly in writing of any instance of suspected infringement of any intellectual property related to the Products and provide the Licensor with reasonable assistance in investigating and prosecuting the infringing acts.

The App is provided to you strictly on an “as is” and “as available” basis, except that the Licensor warrants that the App will perform substantially in accordance with the Documentation under normal use and circumstances.

All conditions, representations, warranties or other terms whether express, implied, statutory or otherwise, including, without limitation, any implied warranty as to satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded to the maximum extent permitted by applicable law by the Licensor and its licensors.

The Licensor and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability or accuracy of the Products or with respect to any use that is not in strict compliance with these terms, third party licences, the rules or any documentation the Licensor makes available to you via the App Store or otherwise. Without limiting the foregoing, the Licensor and its licensors do not represent or warrant that:

You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Documentation meet your requirements.

The Licensor shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Licence.

The Licensor’s maximum aggregate liability under or in connection with this Licence (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to an amount equal to the amount paid by you for use of the App during the three month period immediately preceding the event giving rise to such claim.

Nothing in this Licence shall limit or exclude the Licensor’s liability for:

You grant the Licensor the right to include your name, company name, logo, and/or likeness that you provided during registration, and any review that you may provide (in full or in part) to the Licensor, within the App’s promotional material and on the Licensor’s Website. You can revoke this right at any time by submitting a written request via email to sales@hindsightsoftware.com, requesting to be excluded from future product promotional material. Requests made after purchasing may take up to 30 calendar days to process.

If you are a U.S. Government end user, the Licensor is providing the Products to you as a Commercial Item as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights granted to you by the Licensor for the Products are the same as the rights the Licensor customarily grants to others under this Licence.

The Licensor may terminate this Licence immediately by giving written notice to you if you commit a material or persistent breach of any of the terms under this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

You may terminate this Licence at any time by giving not less than 30 days written notice to the Licensor of your intention to do so. 

Upon termination of this Licence:

If you have any support enquiries or complaints regarding the App you should email the Licensor’s customer service team at alan.parkinson@hindsightsoftware.co.uk, call them on +44 203 137 7674 or use their chat support system at https://www.hindsightsoftware.com/support. Alternatively, you may also get in touch with the App Store who will direct any enquiries or complaints to the Licensor.

The Licensor aims to respond to you within 24 hours during its business hours , which are Monday through Friday, 8:30 am – 5:30 pm GMT, excluding UK bank holidays (Business Hours), although this may take up to five working days (a day other than a Saturday, Sunday or public holiday in the UK, Working Day) from the date that the Licensor receives the support request from you or the App Store. 

If the Licensor has to contact you with regard to your support enquiry or complaint regarding the App, it will do so by e-mail to the email address you provided to it (or to the App Store at the time of purchase of the App).

The Licensor may update, modify or amend (together, revise) this Licence from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, the Licensor will use reasonable efforts to notify you by, for example, posting on the Licensor’s Website, or on the App Store website (https://marketplace.atlassian.com). If the Licensor revises this Licence during the term of your licence or subscription, the revised version will be effective upon your next renewal of a license term or subscription term, as applicable. In this case, if you object to any revisions, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. 

 The Licensor may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Licence. 

You may only assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manger with any or all your rights or obligations under this Licence with the Licensor’s prior written consent.

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

If the Licensor fails to insist that you perform any of your obligations under this Licence, or if the Licensor does not enforce its rights against you, or if it delays in doing so, that will not mean that the Licensor has waived its rights against you and will not mean that you do not have to comply with those obligations. If the Licensor does waive a default by you, the Licensor will only do so in writing, and that will not mean that the Licensor will automatically waive any later default by you. 

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

Any notice given to a party under or in connection with this Licence shall be in writing and shall be: (a) delivered by pre-paid first-class post or other next WorkingDay delivery service at its registered office (if a company) or as may otherwise be specified by the relevant party by notice in writing to the other party; or (b) sent by email to the email address specified at the time of purchase of the App. Any notice shall be deemed to be have been received: (a) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting; and (b) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This clause 13.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This Licence, its subject matter and its formation, shall be governed by and construed in accordance with English law. In relation to any action or proceedings to enforce the terms of this Licence, you agree to submit to the exclusive jurisdiction of the English courts.

 We at Hindsight (Hindsight Software Limited) are committed to protecting your privacy. This Privacy Policy (Privacy Policy) applies to the personal data which we collect, process and use through the Behave Pro Application Software (the App).

This Privacy Policy and any additional terms of use incorporated by reference to the Licence (together our Terms of Use) applies to your use of:

The App hosted on https://marketplace.atlassian.com (the App Site), once you have downloaded or streamed a copy of the App onto your devices (Devices); and

Any of the services accessible through the App (the Services). 

This Privacy Policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. The App is not intended for children and we do not knowingly collect data relating to children. Please read the following carefully to understand our practices regarding your personal data and how we will treat it.

Hindsight Software Limited is the controller and is responsible for your personal data (collectively referred to as “we”, “us” or “our” in this policy).

Full name of legal entity: Hindsight Software Limited

Email address: privacy@hindsightsoftware.com

Postal address: 2a The Quadrant, Epsom, Surrey, KT17 4RH

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues or other competent supervisory authority of an EU member state if the App is downloaded outside the UK.

We keep our Privacy Policy under regular review.

This version was last updated on [DATE]. It may change and if it does, these changes will be posted on [] and, where appropriate, notified to you when you next start the App. The new policy may be displayed on-screen and you may be required to read and accept the changes to continue your use of the App or the Services.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during our relationship with you.

Our App may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. Please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services. Please check these policies before you submit any personal data to these websites or use these services.

We may process different kinds of personal data about you as per the following chart, and

where:

Customer Data includes first name, last name, maiden name, username or similar identifier, marital status, title, date of birth, gender, physical address, email address, telephone numbers, your username and password, in-App purchase history, your interests, preferences, feedback and survey responses;

Device and Content Data includes information stored on your Devices;

Usage Data includes details of your use of any of our Apps; and

Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences:

Purpose/activity  Type of data  Lawful basis for processing  

To install the App and register youas a new App user Customer Your consent 

To manage our relationship with youincluding notifying you of changes to the App or any Services CustomerMarketing and Communications Your consentPerformance of a contract with youNecessary for our legitimateinterests (to keep records updated and to analyse how customers use ourproducts/ Services)Necessary to comply with legalobligations (to inform you of any changes to our terms and conditions) 

To enable you to participate in aprize draw, competition or complete a survey CustomerMarketing and Communications Your consentPerformance of a contract with youNecessary for our legitimateinterests (to analyse how customers use our products/Services and to developthem and grow our business) 

To administer and protect ourbusiness and the App including troubleshooting, data analysis and systemtesting Customer Necessary for our legitimateinterests (for running our business, provision of administration and ITservices, network security) 

To deliver content and advertisementsto youTo make recommendations to you aboutgoods or services which may interest youTo measure and analyse the effectivenessof the advertising we serve youTo monitor trends so we can improvethe App Device and ContentUsageMarketing and Communications  ConsentNecessary for our legitimateinterests (to develop our products/Services and grow our business) 

We do not collect any details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data (Special Categories of Personal Data). Nor do we collect any information about criminal convictions and offences.

We may collect personal data about you by you providing your personal data directly to us (for example, by corresponding to us by email or through our chat support system). We may automatically collect certain data from you as you use the App by using cookies and similar technologies. Please see our cookies policy for more details about this here.

We may receive personal data from third parties such as analytics providers (i.e. Google based outside the UK or EU), advertising networks such as Facebook based outside the UK or EU, search information providers such as Google based outside the UK or EU, providers of technical, payment and delivery services, such as data brokers or aggregators. 

We may also receive data from publicly available sources such as Companies House and the Electoral Register based inside the UK or EU.

We may have to share your personal data with the parties set out below:

Service providers who provide IT and system administration services.

Professional advisers including lawyers, bankers, auditors and insurers.

Government bodies that require us to report processing activities.

Third parties who provide a service to us: []

Third parties to whom we sell, transfer, or merge parts of our business or our assets.

We require all third parties to whom we transfer your data to respect the security of your personal data and to treat it in accordance with the law. We only allow such third parties to process your personal data for specified purposes and in accordance with our instructions and this Privacy Policy.

Countries outside of the UK or European Economic Area (EEA) do not always offer the same levels of protection to your personal data, so European law has prohibited transfers of personal data outside of the EEA unless the transfer meets certain criteria.

Many of our third party service providers are based outside of the UK and the EEA so their processing of your personal data will involve a transfer of data outside of the UK or the EEA.

Whenever we transfer your personal data out of the UK and/or the EEA, we do our best to ensure a similar degree of security of data by ensuring at least one of the following safeguards is in place:

we will only transfer your personal data to countries that the UK and/or the European Commission has approved as providing an adequate level of protection for personal data; 

where we use certain service providers, we may use specific contracts or codes of conduct or certification mechanisms approved by the UK and/or the European Commission which give personal data the same protection it has in the UK and Europe; or

if we use US-based providers that are part of the EU-US Privacy Shield, we may transfer data to them, as they have equivalent safeguards in place. 

If none of the above safeguards is available, we may request your explicit consent to the specific transfer. You will have the right to withdraw this consent at any time.

We have put in place security measures to prevent your personal data from being accidentally lost, used, altered, disclosed, or accessed without authorisation. We also allow access to your personal data only to those employees and partners who have a business need to know such data. They will only process your personal data on our instructions and they must keep it confidential. 

We have procedures in place to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach if we are legally required to do so.

We will only retain your personal data for as long as necessary to fulfil the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements.

When deciding the period of data retention, we look at its amount, nature and sensitivity, the potential risk of harm from unauthorised use or disclosure, the processing purposes, if these can be achieved by other means and legal requirements.

For tax purposes, the law requires us to keep basic information about our customers for six years after they stop being customers.

In some circumstances, we may anonymise your personal data for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

Under data protection laws you have rights in relation to your personal data that include the right to request access, correction, erasure, restriction, transfer, to object to processing, to portability of data and (where the lawful ground of processing is consent) to withdraw consent.

You can see more about these rights at: 

https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/

You also have the right to ask us not to continue to process your personal data for marketing purposes.

You can exercise any of these rights at any time by contacting us at privacy@hindsightsoftware.com.

 
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