ASPV Apps Terms and Conditions

 

1. About ASPV

 

(a) ASPV Apps supplies apps and plugins (‘Software’) through the Trello Power-Up platform at Trello.com operated by Trello, Inc. (our ‘Services’). We are not affiliated, associated, authorized, endorsed by or in any way officially connected to Trello, Inc.

 

(b) Your use of and access to the Software is governed by these terms of use (‘Terms’) including our Privacy Policy, which are incorporated into these Terms. You warrant that you have familiarised yourself, and agree to be bound by any applicable Trello.com terms and conditions of use and if applicable to this Software, Atlassian’s Cloud Terms of Service located at https://www.atlassian.com/legal/cloud-terms-of-service.

 

(c) If you do not accept these Terms, please do not access or use our Software.

 

(d) Please read our Terms and Privacy Policy carefully before using the Software as these create a binding contract between you and ASPV.

 

(e) We may update these Terms from time to time. Any changes to these Terms will be effective upon posting and operate as a condition of your continued use of our Software.

 

(f) Any reference herein to “ASPV”, “we”, “our”, or “us” means ASPV Apps Ltd (company number 12358486) (‘ASPV). Any reference to “you” or “your” or “User” means you, as a user of the Software.

 

2. Licence Grant and Restrictions

 

(a) Subject to your compliance with our Terms and our Privacy Policy, ASPV grants Users a worldwide, limited, non-exclusive, non-sub-licensable, non-transferable licence to use the Software.

 

(b) These rights are personal to you, non-transferable and limited by and subject to these Terms. Users shall have no right to distribute, sell, supply, sub-license or make available the Software to any third-party to commercialise.

 

(c) Users agree to:

 

(i) only use the Software for the purpose for which they were created;

(ii) not reverse engineer, disassemble, or decompile the Software, create derivative works based on the Software, or otherwise attempt to gain access to the Software method of operation or source code;

(iii) not introduce any virus, worms, logic bombs or other malicious software or technically harmful data or otherwise attempt to or modify or interfere with the Software;

(iv) not remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices contained on the Software.

 

3. Fee

(a) To obtain access to the Software, User must pay the fee (“Fee”) advertised on the Software in consideration of ASPV granting the User a license.

 

(b) In order to pay the Fee, User must purchase a license key from Gumroad, Inc., the operator of the website located at https://gumroad.com (‘Gumroad’) to purchase and use the Software.

 

(c) In using Gumroad to process the transaction and create an account with Gumroad you warrant that you have familiarized yourself with, and agree to be bound by, the applicable Gumroad Terms located at https://gumroad.com/terms and Gumroad Privacy Policy located at https://gumroad.com/privacy.

 

(d) Upon successful payment of the Fee to ASPV, User will be sent a license key to enable access to the Software.

 

(e) The licence granted to User is exclusive to that User.

 

4. Limitations and Restrictions


(a) User agrees that:


(i) ASPV is not responsible for any delays or errors created by the Software;

(ii) ASPV reserves the right to display their brand, trade marks, or other proprietary mark or representation on the Software at ASPV’s absolute discretion;

(iii) it must not share the license, or any part of the Software;

(iv) it must not reverse engineer, disassemble, or decompile the Software, create derivative works based on the Software, or otherwise attempt to gain access to its method of operation or source code;

(v) it must not permit the use, copying or installation of the Software on more than one website or application;

(vi) it must not use the Software in any way that could damage the reputation of ASPV or the goodwill or other rights associated with the Software;

(vii) it must not alter, remove, or obscure any copyright, trade secret, patent, trade mark, logo, proprietary or other legal notice on the Software;

(viii) it must not introduce any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial or service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, time bombs and any new types of programmed threats; or

(ix) rebranding of the Software is prohibited;

(x) it must not disclose the license key to a third party or allow it to be used by any other person except the User.


5. Refund Policy

(a) ASPV will process refunds in accordance with EU Consumer Law otherwise the Fee paid by User is final and non-refundable.


(b) ASPV will facilitate a refund if ASPV is unable to facilitate the completion of the Software or if ASPV determines, in our absolute discretion, it is reasonable to do so.


6. Data


(a) To the extent authorised under the General Data Protection Regulation (EU) 2016/679 (‘GDPR’, ASPV owns all right, title and interest in any non-personal data or information that ASPV collects, creates, generates or produces in connection with any supply under these Terms and any information that is:


(i) new, unique, original or non-identifiable;
(ii) aggregate or raw or statistical relating to usage, analyses and results ASPV’s supply;
(iii) for the purpose of optimising delivery, commercialisation and performance of ASPV’s supply; or
(iv) samples and prototypes, conclusions, techniques, know how, methods, and undocumented findings generated in the usual course of business of ASPV.

(collectively, the ‘ASPV Data’).

For the avoidance of doubt, the ASPV Data does not include any Data obtained from or inputted by Users.


(b) User agrees that ASPV may electronically store your Trello username and the email address (“Data”) that you supply to Gumroad when processing your purchase of a license key at Gumroad. We use this information to validate you as the legitimate purchaser of the license key for our Software.

(c) Users own all right, title and interest in their Data. Users grant to ASPV a licence to access and process the Data to enable ASPV to supply its Software under these Terms.


(d) Users acknowledge that ASPV does not verify your Data. The User is solely responsible for the accuracy of its Data.


(e) To the extent permitted by Law, ASPV is not responsible for and disclaims all Liability for lost, missing, or corrupted Data no matter how caused.


(f) The obligations imposed by this clause survive the end or termination of these Terms.


7. Security


(a) Users acknowledge that they are entirely responsible for all activities that occur in relation to their access and use of the Software.


(b) ASPV will not be liable for any loss or damage from failure of Users to maintain the security of their systems.


8. Copyright and Intellectual Property


(a) Users acknowledges that ownership of the Intellectual Property Rights in the Software is the property of or licensed by ASPV or vests on creation in ASPV.


(b) User must not reproduce all or any portion of the Software or otherwise create derivative works of the Software.


(c) Unless otherwise indicated, all rights (including copyright) in the Software (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by ASPV or any related entities.


(d) User warrants that it will not remove any copyright or trademark notices in or on the Software.


9. Warranties and Representations


(a) ASPV warrants that it is the owner of or authorised to commercialise the Intellectual Property Rights in the Software.


(b) Except as expressly provided herein no other warranty, condition, undertaking or term express or implied, statutory or otherwise is given and all such warranties, conditions, undertakings and terms are insofar as the Laws allow are excluded.


(c) No warranty of any kind whether express or implied is made in relation to the accuracy of the copyright material or any information displayed or produced by the Software.


(d) ASPV does not warrant that the Software will be error-free, uninterrupted or free of bugs or viruses.


(e) It is User’s sole responsibility to determine that the Software or any part of these meet the needs of User or are otherwise suitable for the purpose for which they are purchased.


(f) ASPV excludes from these Terms all other warranties, conditions and terms implied by law except for any, the exclusion of which would contravene any law.


(g) User represents and warrants that it:


(i) takes full responsibility for the selection and use of and User’s access to the Software;

(ii) is solely responsible for the accuracy of the Data that User submits in relation to the supply of the Software;

(iii) agrees that ASPV does not control, verify, or endorse any User Data;

(h) This clause survives the termination or expiry of these Terms for whatever reason.


10. General Disclaimer


(a) Use of the Software is at your own risk. Everything on the Software and any related products and services is provided to you without warranty or condition of any kind.


(b) None of the affiliates, directors, officers, employees, agents, contributors and licensors of ASPV make any express or implied representation or warranty about the Software. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:


(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of Data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information on the Software (including third party material and advertisements on the Software, if any); and

(iii) costs incurred as a result of you using the Software, or any other related products or services of ASPV.


(c) It is Users’ sole responsibility to determine that the Software meet the needs of Users or are otherwise suitable for the purpose for which they are purchased or used.


11. Limitation of Liability


(a) To the extent permissible at law, ASPV is not liable for any indirect, punitive, incidental, special, consequential damages including without limitation any Claims, Losses, Liability, loss of data, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide the Software under these Terms.


(b) Except as provided in these Terms, ASPV excludes all representations and warranties relating to the subject matter of these Terms.


(c) These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible ASPV limits its Liability for any Claims relating to these Terms as follows, at our option:


(i) for any Claims relating to these Terms, to the Fee payable under this agreement; or

(ii) an updated version of our Software; or

(iii) in the case of our Services, the supply of the Services again.


12. Indemnity


(a) User indemnifies and releases ASPV against any Claims, Liability or Loss, demands, proceedings, damages, cost, expense or liability brought against or sustained by ASPV, which is directly or indirectly caused by:


(i) the User’s breach of these Terms;

(ii) the User’s misuse of the Software;

(iii) any negligent or wrongful act or omission of the User or any of its officers, employees or agents in relation to the performance of its obligations under these Terms;

(iv) acts or omissions arising out of User’s use of the Software including the transmission of any unauthorised or illegal Data;

(v) any breach of any third-party rights, including in respect of any Claim that infringes Intellectual Property Rights.


(b) User expressly acknowledges that ASPV does not have any control over the User’s use of the Software and will at all times indemnify and keep indemnified ASPV from and against all Loss, damage, cost, charge, expense (whether in contract or in tort) or suffered by ASPV either directly or indirectly, as a result of the User’s use of the Software.


(c) The indemnitor’s obligations pursuant to this clause includes retention and payment of legal fees and payment of court costs, as well as settlement at the indemnitor’s expense and payment of judgments.


(d) This clause survives the termination or expiry of these Terms for whatever reason.


13. Dispute Resolution


(a) If a dispute arises out of or relates to the Terms as between ASPV and a User, the Parties hereto shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.  No party may commence any court proceedings or arbitration proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute under mediation. If the parties do not reach settlement within a period of 60 days, arbitration proceedings may commence only in London, England unless mutually agreed between the parties. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.


 (b) Notwithstanding the provisions of this Section 13 (Dispute Resolution), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

 

14. Feedback


Your feedback is important to us and our Community. ASPV welcomes and encourages you to provide feedback, reviews, comments and suggestions for improvements to the Software, or any other products or services of ASPV (“Feedback“).

You may submit Feedback by contacting us using our email address here support@orahapps.com.


15. No waiver


No waiver of rights under these Terms or any of our policy, or agreement between us and a User’s shall constitute a subsequent waiver of this or any other right. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of any future right of enforcement of that right or provision.


16. Assignment


Users agrees that we may assign, transfer, sub-contract or otherwise deal with our rights or obligations under these Terms.


17. Entire Agreement


Unless otherwise stated, these Terms and our Privacy Policy make up the entire agreement between Users and ASPV regarding the Software and supersede any prior agreements.


18. Severability


If any provision or part of a provision of these Terms is found to be invalid, unenforceable or in conflict with the law, that part or provision is to be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions which will continue in full force and effect.


19. Law and Jurisdiction


These Terms and any dispute in relation to ASPV will be governed by and construed in accordance with the applicable laws of England and Wales and shall be submitted to the exclusive jurisdiction of the English courts. Notwithstanding the foregoing, ASPV may bring a claim for equitable relief in any court with proper jurisdiction.


20. Force Majeure


ASPV, its affiliates or subsidiaries, directors, officers, employees, agents, contributors and licensors are not liable for any changes or problems out of our control, for example changes or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.

21. Definitions in these Terms.


“Claim” includes any demand, claim, action, proceeding, Loss, damages, costs, expenses, requisition, objection, alleged right of indemnity incurred or suffered by, or brought or made or recovered against a matter, no matter how arising (whether or not presently ascertained) in the immediate future or contingent (whether criminal or civil, in contract, tort or otherwise).


“Data” means all data, material or files that the User inputs or processes through the Software.


“Intellectual Property Rights” means any intellectual property including all copyright, patents, trademarks, design rights, trade secrets, circuit layouts, rights in database and data rights, domain names, knowhow, trade secrets, procedures, technical designs, software and code and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.


“Law” includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced.


“Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, Loss, damage, compensation, charge or liability of any kind, including those arising from third party Claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law or in equity.


“Loss” means any cost, expense, loss, damage or Liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty and includes legal costs.


22. How to Contact Us


(a) You can contact us at support@orahapps.com.

© 2019 ASPV. All Rights Reserved.

Terms last updated 13 December 2019.