Terms of Use

Last revised on: 10th June 2020

The website located at stepsize.com, and the applications located on app.stepsize.com, Visual Studio Extension - Tech Debt Metrics, Visual Studio Extension - Stepsize, JetBrains plugin, and Slack app (the “Services”) are a copyrighted work belonging to Stepsize (“Company”, “us”, “our”, and “we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. Without limitation to the preceding sentence, your submission of information, including personal information, through or in connection with the Services is governed by the terms of our privacy policy as updated from time to time, available at “Privacy Policy”.

All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these terms of use (these “Terms”). These Terms set forth the legally binding terms and conditions that govern your use of the Services. By accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Services.

1. Accounts

1.1 Account Creation.

In order to use certain features of the Services, you must register either with your Slack account or GitHub account (“Account”). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Services. Company may suspend or terminate your Account in accordance with Section 8.

1.2 Account Responsibilities.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Access to the Services

2.1 Licence.

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited licence to use and access the Services solely for your own personal, non-commercial use.

2.2 Certain Restrictions.

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive websites, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

2.3 Modification.

Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

2.4 No Support or Maintenance.

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.

2.5 Ownership.

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licences granted under these Terms.

3. User Content

3.1 User Content.

“User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted from the Services at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 Rights in User Content Granted by You.

By making any User Content available through the Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Services and Content to you and, depending on the permission you grant, to other users. Subject to the foregoing license, as between us and you, you retain any and all of your rights to your User Content.

3.3 Acceptable Use Policy.

The following terms constitute our “Acceptable Use Policy”:

a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

3.4 Enforcement.

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

3.5 Feedback.

If you provide Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

4. Indemnification.

You agree to indemnify Company (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

The Services may contain links to third-party websites and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Company, and Company is not responsible for any Third-Party Links. Company provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

5.2 Other Users.

Each Services user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Services users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Services user, we are under no obligation to become involved.

5.3 Release.

Subject to applicable law, you hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any Third-Party Links & Ads).

6. Disclaimers

6.1 Provision of Services.

The Services are provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

6.2 Payment charge.

Stepsize reserves the right to stop providing any of, any part, or any features of Services free of charge and require payment for the future usage of any of, any part of, or any features of Services.

7. Limitation on Liability.

In no event shall Stepsize, nor its employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental , special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from [a] your access to or use of or inability to access or use the service; [b] any conduct or content of any third party on the service; [c] any content obtained from the service; and [d] unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

8. Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. You understand that any termination of your use may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 to 2.5, and Sections 3 to 9.

9. General

9.1 Changes.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

9.2 License to your logo and name.

You give us a license in relation to your logo and name. This licence allows us to use your logo and/or name as part of our Services to you as well as in out promotional and advertising materials as a testimonial.

9.3 Electronic Communications.

The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

9.4 Entire Terms.

These Terms constitute the entire agreement between you and us regarding the use of the Services.

9.5. Waiver.

A waiver by Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

9.6 Headings and Interpretation.

The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

9.7 Severability.

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.8 Terms for Secondary Users.

Primary Users (i.e. those who install / download or set up Services) of some Services might have the ability to invite Secondary Users to the Services, or might bring Secondary Users to the Services via setting up the Services for others via third-party products (e.g. Slack workspace, Github organisation, Github repository). All Secondary Users are also bound by these Terms.

9.9 Assignment.

These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

9.10 Governing Law and Jurisdiction.

These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.

9.11 Copyright/Trademark Information.

Copyright © 2020 Stepsize.. All rights reserved. All Services names, trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

9.12 Contact Information.

If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at:

Alexandre Omeyer

71-75 Shelton Street Covent Garden, London United Kingdom, WC2H9JQ Telephone: 07463101091

Email: alex@stepsize.com