Waffle Terms of Service

CA, Inc ("CA") operates the Waffle Service (as defined below), your use of the Waffle Service is governed by these Terms of Service (“Terms”), and your use of the Waffle Service constitutes your acceptance of the Terms.

The "Waffle Service" (the "Service") means the Waffle project management solution made available at https://waffle.io (the “Site”) and any other software, sites, and services offered by CA in connection therewith but does not include any sites, services, products, or offerings governed by other terms of use, or, other agreements between you and CA. "Customer Data" means any data you make available to CA or the Waffle Service from your GitHub account for the purpose of using the Waffle Service. "Content" means all content generated by CA on your behalf (including metric data) and does not include Customer Data.

We will endeavor to provide you with notice about major changes to the Terms or Waffle Service and other changes (via email to the address on your account), but we make no guarantees. Other changes could be, without limitation, changes to payment policies, security patches, added or removed functionality, and other enhancements or restrictions to the Waffle Service. Your use of the Waffle Service after the Terms have changed constitutes your acceptance of the Terms as changed. You may reject changes to the Terms by terminating your subscription in accordance with the "Cancellation and Termination" section of these Terms of Service. CA shall not be liable to you or to any third party for any change to the Waffle Service.

Please use the Waffle Service responsibly and in compliance with these Terms. If you don't, we reserve the right to terminate your subscription in accordance with the "Cancellation and Termination" section of these Terms of Service.

1. Use of the Waffle Service

To use the Waffle Service, you must (i) have a GitHub account (ii) authorize CA to access your Customer Data to provide the Waffle Service, (iii) provide accurate GitHub account information any time you register to use the Waffle Service, (iv) provide accurate GitHub account information when you register to use the Waffle Service, and (v) be a human over the age of 13. Uses by automated methods are not permitted. You grant CA a non-exclusive, royalty-free, and worldwide license to use, store, and copy your Customer Data in order to provide the Waffle Service.

You are responsible for the security of your passwords and for any use of your account. You may not allow multiple people to use the same account or otherwise access the Waffle Service in a manner intended to avoid incurring fees.

You must comply with all applicable GitHub policies and terms of service. CA is not responsible for any acts or omissions of GitHub whether related to your account or otherwise.

CA reserves the right to enforce quotas and usage limits (to any resources, including the API) at its sole discretion, with or without notice, which may result in CA disabling or throttling your usage of the Service for any amount of time.

You are responsible for obtaining access to the Waffle Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Site.

You may not use the Waffle Service:

2. Billing/Payment Terms

Additional groupings of features may be added to the Waffle Service and made available to you as a paid upgrade ("Paid Plan"). If you choose to subscribe to a Paid Plan, you shall pay fees (described below) to CA. Upon selection of a Paid Plan, you will provide CA with the necessary billing information ("Billing Data").

Paid Plans can be paid as either a monthly or yearly subscription fee ("Subscription Fees"). Credit cards are the only payment mechanism CA will accept for Subscription Fees. All currency references are in U.S. dollars. Paid Plans can be paid as either a monthly Subscription Fee or a yearly Subscription Fee.

If you select a Paid Plan, you must provide current, complete and accurate Billing Data. You must promptly update all Billing Data to keep Your account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date) and you must promptly notify CA if your Payment Method is changed (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your name or password. If you fail to provide any of the foregoing information, you agree that CA may continue charging you for any use of the Paid Plan under your Billing Data unless you have terminated your Paid Plan as set forth herein.

If you select the monthly Subscription Fees option ("Monthly Fee"), the credit card that you provide as part of the Billing Data will be automatically and immediately billed on the monthly renewal date of your Paid Plan for the upcoming month of service. You agree that CA may charge to your credit card all amounts due and owing for your account on that monthly basis or upon cancellation (see "Cancellation and Termination"). If you select the yearly Subscription Fees option ("Yearly Fee"), the credit card that you provide as part of the Billing Data will be automatically and immediately billed on the day you sign up. You agree that CA may charge to your credit card all amounts due and owing for your account on that yearly basis unless you cancel the account (see the "Cancellation and Termination" section of these Terms of Service). CA will contact you via electronic mail to alert you upon each charge. CA may change prices at any time without prior notice, but will endeavor to provide reasonable advance notice via the Waffle website and/or electronic mail. You agree that in the event CA is unable to collect the fees owed to CA for your account through your Subscription Fee, CA may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by CA in connection with such collection activity, including collection fees, court costs and attorneys' fees.

As long as your account remains active and in good standing, you will be charged the Subscription Fee even if you never use the service. You may, however, cancel your Paid Plan at any time.

3. Cancellation and Termination

To cancel your subscription, account, and access to the Waffle Service, send us an email at support@waffle.io instructing us to do so or cancel via the functionality on the Waffle website. If you paid for your subscription, CA is not obligated to provide any refunds if you cancel your subscription or if CA terminates your subscription because you breached these Terms. If your subscription is cancelled or terminated in accordance with the foregoing before the end of the current paid-up month, your cancellation will take effect immediately and you will not be charged again. All of your Customer Data and Content will, within a reasonable amount of time to be determined solely by CA, be deleted from the Waffle Service upon cancellation.

You agree that CA, in its sole discretion and for any or no reason, may terminate or suspend your account. You agree that any termination of your access to the Service may be without prior notice, and you agree that CA will not be liable to you or any third party for such termination. If you paid for your subscription, and CA did not terminate or suspend your account due to your breach of these Terms, CA will provide a pro-rata refund of unused subscription fees if it terminates or suspends your account in accordance with this paragraph.

4. Customer Data

CA claims no ownership or control over any Customer Data. Except for the license expressly granted by you to CA to provide the Waffle Service, you retain all right, title, and interest in and to Customer Data and you are responsible for protecting those rights and interests, as appropriate. Notwithstanding the foregoing, you grant to CA for its use a worldwide, non-exclusive, royalty-free license to aggregate or compile Customer Data with customer data of other users of the Waffle Service so long as such aggregation or compilation omits any data that would enable the identification of you (“Aggregated Data”). CA shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, and as between you and CA, CA shall own all compilations of the Aggregated Data, including all reports, statistics or analyses created or derived therefrom.

You understand that projects in the Waffle Service will display Customer Data to you and any collaborators that you designate for that project. You are solely responsible for any collaborators and third-parties (including third-party services) that you allow to view Customer Data and entrust them at your own risk.

You are solely responsible for configuring the Waffle Service to allow appropriate access to your Customer Data. CA is not responsible if you fail to configure, or misconfigure, your project and inadvertently allow unauthorized parties to view any Customer Data.

5. Ideas and Feedback

As part of your use of the Waffle Service, you may choose, or we may invite you, to submit comments, feedback or ideas about the Waffle Service, including but not limited to ideas about improving the Waffle Service or our other offerings ("Ideas"). You hereby grant CA a perpetual, royalty-free, unlimited, worldwide license to use and/or incorporate such Ideas into any CA offering (including the Waffle Service) at any time in CA’s sole discretion. Ideas you submit will not be afforded any confidential treatment by CA, regardless of whether you request such treatment or otherwise designate Ideas as proprietary or confidential.

6. External Sites and Content

The Waffle Service may contain links to other websites or content (“Third Party Sites”). CA does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If you decide to leave the Site and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, you do so at your own risk. Once you access a Third Party Site through a link on our Site, you may be subject to the terms and conditions of such Third Party Site. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site, or relating to any software you use or install from a Third Party Site, including any applicable license agreement. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. CA bears no responsibility for any action associated with any Third Party Site.

7. License and Restrictions

Subject to and conditioned upon your agreement to and compliance with these Terms, we will make the Waffle Service available to you on a subscription basis solely for your own use and not for resale or to provide services to any third party.

Excluding Third Party Sites and their related content, all of the content available on or through the Waffle Service, including without limitation, text, photographs, graphics, logos, trade/service marks, and/or audiovisual content, but expressly excluding Customer Data, is owned and/or controlled by CA, its licensors or Waffle Service users and is protected, as applicable, by copyright, trademark, trade dress, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Waffle Service and any underlying technology or software used in connection with the Waffle Service contain our proprietary information.

You will not, nor will you attempt to (or allow anyone else to or attempt to):

8. Open Source Software.

Open source software licenses for components of the Waffle Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with CA only for the use of the components of the Waffle Service released under an open source license.

9. Monitoring of Content.

You understand that CA may access and disclose Customer Data or otherwise provide third parties access to it for the following reasons:

10. Our Copyright Dispute Policy

CA respects the intellectual property of others and requires that our users do the same. If you believe that material or content residing on or accessible through the Waffle Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Copyright Agent listed below:

Our Designated Copyright Agent for notification of claimed infringement can be reached by email at: support@waffle.io or at the following postal address:

Attn: Legal/Urgent, CA Technologies/Waffle.io, 3333 Walnut St., Boulder, CO 80301

11. Disclaimer of Warranties

IF YOU ACCESS THE WAFFLE SERVICE, YOU DO SO AT YOUR OWN RISK. WE PROVIDE THE WAFFLE SERVICE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE WAFFLE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE WAFFLE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE WAFFLE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WAFFLE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WAFFLE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE WAFFLE SERVICE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE WAFFLE SERVICE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CA MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE WAFFLE SERVICE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. CA DOES NOT WARRANT THAT THE WAFFLE SERVICE WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICE WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE WAFFLE SERVICE IS FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL CA, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE.

11. Limitations on Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR USE OF THE WAFFLE SERVICE. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY BODILY INJURY, EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE WAFFLE SERVICE, WHETHER ON-LINE OR OFF-LINE, OR OTHERWISE IN CONNECTION WITH THE WAFFLE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR ANY PERSONAL INJURY OR PROPERTY DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. CA’S LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES YOU PAID CA IN THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to hold harmless and indemnify CA, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Waffle Service, (c) your violation of applicable laws, rules or regulations in connection with the Waffle Service, or (d) your Customer Data, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, CA will provide you with written notice of such claim, suit or action.

13. Choice of Law and Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws, and the parties consent to the jurisdiction of the federal courts of the Eastern District of the State of New York. Each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to These Terms.

14. General Legal Terms

These Terms constitute the whole legal agreement between you and CA and govern your use of the Service and completely replace any prior agreements between you and CA, written or oral, in relation to the Waffle Service.

If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

The failure of CA to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

CA shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

CA may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign these Terms.

These Terms are adapted from the CodeClimate Terms of Service, which is an adaption of the Heroku Terms of Service, which in turn is an adaptation of the Google App Engine Terms of Service. The original work has been modified with permission under the Creative Commons Attribution 3.0 License. Neither CodeClimate, LLC, Heroku, Inc. nor Google, Inc. is connected with, nor do they sponsor or endorse, CA or its use of the work.

Version 1.1, September 6, 2016.