N.B. WHEN CLICKING ON THE “ACCEPT” BUTTON, SHOWN AS PART OF THE CONTRACTING PROCESS, THE CLIENT AUTOMATICALLY ACCEPTS ALL THE TERMS AND CONDITIONS OF THE PRESENT INSTRUMENT THAT GOVERNS THE USE OF THE ONLINE SERVICES AS PROVIDED BY THE SCRUMHALF SITE AT WWW.MYSCRUMHALF.COM
1 GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF ONLINE SERVICE
1.1 On one hand, company O’Katana Software LTDA., henceforth named “O’Katana”, with Brazilian Corporate Taxpayer Registration Number 25.013.762/0001-53, with EXEMPT status with the State of Rio de Janeiro Corporate Tax Registration, with City of Rio de Janeiro Corporate Tax Registration No. 1.008.449-0, with offices and headquarters located at the COPPE/UFRJ Company Incubator Centre at Rua Helio de Almeida, S/N, Cidade Universitária, 21941-972 Rio de Janeiro, RJ, Brazil, domain holder for the SCRUMHALF site at www.myscrumhalf.com where the link can be reached and through which the service object of this contract is provided, henceforth simply named ScrumHalf.
1.2 The CONTRACTING party is a natural person or a legal entity who holds a paid or free Scrumhalf plan. In case of a legal entity, there will be a representative for the contract defined upon registration.
The O’Katana will provide information to facilitate the monitoring of project development based on the Scrum methodology or other agile methodologies, via the ScrumHalf site. This service will be available to the CONTRACTING PART and to all users included in the plan, henceforth named CLIENTS.
The entire contents of the ScrumHalf are solely destined to CLIENTS that have registered adequately, after signing up and paying the monthly, six-month or yearly fee, when applicable.
1.3 The object of these General Conditions is the regulation of the provision of online services through the restricted area in the ScrumHalf site owned by O’Katana. Every CLIENT that uses ScrumHalf accepts the Terms and General Conditions and other policies and principles that govern it, according to the corresponding order. The service, which will be henceforth simply named “service”, consists of information that will facilitate monitoring project development based on the based on the SCRUM methodology and other agile methodologies.
1.4 Once registration has been confirmed, company O’Katana will be bound through the ScrumHalf site to provide the information pursuant to the specifications set down and provided in the site, in the area named “Plans”. The ScrumHalf site does not have the obligation to provide any information that is not clearly described in the “Plans” area described above.
1.5 O’Katana point that all efforts are made to align the information provided with that set in the SCRUM and other agile methodologies. O’Katana does not provide any warranty, implicit or otherwise, that such alignment will be met.
1.6 O’Katana guarantee the perfect working of the functions made available at the ScrumHalf site in any computer running Mozilla Firefox® version 18 or above, or Google Chrome® version 30 or above browsers. We recommend the use of the aforementioned functions with the Google Chrome® version 30 or above. The use of Microsoft Internet Explorer® or others browsers and mobile versions of the above ones are not guaranteed.
N.B. THERE IS NO NEED OF ADDITIONAL SOFTWARE, OTHER THAN THAT WHICH IS MENTIONED IN THIS ITEM TO USE THE SERVICES OF THE ScrumHalf SITE. THE CLIENT SHOULD CANCEL ANY OPERATION THAT STARTS THE DOWNLOAD OF ANY FILE AND COMMUNICATE SUCH FACT TO O’Katana AT THE ADDRESS firstname.lastname@example.org.
2 ACCESS PLAN TO BECOMING A CLIENT
2.1 The provision of the service object of these General Conditions has no exclusive character for the CLIENT. In this sense the CLIENT expressly acknowledges that the ScrumHalf site may provide the same service to each one that is deemed as CLIENT, including competitors in an activity.
2.2 A party will be deemed as a regularly registered CLIENT when it complies with the order set by ScrumHalf and its registration is successfully approved. The O’Katana reserves itself the right to refuse registration and access to any prospective CONTRACTING PART that is found with any type of credit insufficiency or fault that is considered substantial.
2.3 The CLIENT with a duly approved registration will gain an identification and an access password to the site ScrumHalf and may access it via the Web during the validity of the contract held.
2.4 The provision of the service will take place through the access plan, and the CONTRACTING PART may join by choosing the corresponding form of payment.
2.5 The CONTRACTING PART will receive a message via email to activate the contract and the account after providing the registration information required and selecting the intended plan.
The CLIENTS will also receive a message via email to activate their accounts, after providing the required registration information.
2.6 The term of validity of the access plan mentioned in item 2.4 starts on the date in which this plan is activated. The activation is effected using the link sent to the CONTRACTING PART email, as described in 2.5.
2.7 The ScrumHalf accepts no responsibility for any problem produced in the server by the CLIENT which may prevent the latter from receiving the email to activate de account in due time. Should the email not be received in due time (48 hours) the CLIENT should give immediate notice of such fact to O’Katana at the address email@example.com.
2.8 The client will be given the access password(s) via email after providing registration information and after taking the steps to purchase, including the choice of payment form.
N.B. THE PASSWORD IS PERSONAL AND NON-TRANSFERABLE AND SHOULD NOT BE DISCLOSED BY THE CLIENT TO OTHERS. IF THE CLIENT HAS REASON TO BELIEVE A PASSWORD WAS ACCESSED BY OTHER PARTIES, THE CLIENT SHOULD PROMPTLY PROVIDE FOR ITS CHANGE. THE CLIENT IS THE SOLE AND EXCLUSIVE RESPONSIBLE PARTY FOR DAMAGES AND LOSSES CAUSED BY THE USE OF THE PASSWORD(S).
2.9 As access plans have different prices the CONTRACT PART may choose the plan and periodicity of payment that best meets its needs and is bound for its entire period of validity chosen.
2.10 Each account purchased should be used in only one computer at a time. Should the account be used in 2 (two) or more computers at the same time, the access can be blocked. In order to avoid possible issues the Client should first disconnect from any computer that is logged on (connected to the ScrumHalf site) prior to using the password in another computer. The CLIENT should comply with the above guidelines and in the event of an unforeseen problem should request assistance at firstname.lastname@example.org after which the ScrumHalf team will provide the clearance for the password, which may take 24 hours.
3 ON THE ACQUISITION OF THE ACCESS PLAN
3.1 To purchase an account that will grant access to the services provided at the ScrumHalf the CLIENT must correctly fill the registration form provided at the site.
3.2 When registering, the CLIENT accepts to provide true, bona-fide information, up-to-date, and thorough. It is essential that the registration form is correctly filled and that the timely payment of the instalments is made for the access plans for the contract to be executed.
3.3 The ScrumHalf reserves itself the right to change at any time and with no prior notice the form of acquisition as well as the price for the access plans. However, the acquired right of already registered CONTRACTING PART is preserved to prevent their having any expenses other than those already agreed upon at the time their access plan was purchased till the next contract renovation.
3.4 In no case will O’Katana compensate any amount as indemnification for price changes happened before or after the date of subscription purchase as a result of new plans, promotions and discounts. The CLIENT CONTRACTING PART is bound to the price agreed at the time of purchase and to the contract in force for the transaction.
4 SERVICE AND COLLECTION FEES
4.1 The CONTRACTING PART accepts to pay the ScrumHalf site until its due date the sum corresponding to the instalment accepted by it as expressed in Brazilian Reais according to the pricing and payment conditions, including due dates, in force on the date of registration which can vary according to seasonal promotions.
4.2 The CONTRACTING PART, when necessary, will receive the bank collection documents which should be paid until their respective due dates. Should the CONTRACTING PART not receive the collection document it should contact Client Service at the ScrumHalf site to receive immediate information on the outstanding amount which is to be paid until its due date.
4.3 In the event of delay in the payment of the instalment by the CONTRACTING PART a 2% (two percent) fine will apply, default interest of 1% (one per cent) per month, and monetary adjustment of the total sum of the debt until its effective settlement based on the IGPM rate.
4.4 The price of the access plans may be adjusted at the intervals allowed by the law and based on the variations of the IGPM rate in the period. In the absence of this index or still if the said rate no longer reflects the exact devaluation of the buying power for the currency, another rate will be used so to keep contract balance, with the exception of right that has already been acquired by the CONTRACTING PART.
4.5 In the event the CONTRACTING PART has not made the payment of its obligations on the agreed date O’Katana will make all the efforts to favor the status of the CONTRACTING PART restored back to normality and preserve the access to services provided by the ScrumHalf.
4.6 In the event of default for a period over fifteen days, the plan will be cancelled and all the information, data and documents connected to such plan will be definitively deleted. When accepting this CONTRACT the CONTRACTING PART represents to be aware of such procedure and that it cannot make any complaint for any loss produced by such cancellation.
5 ON THE FIRST INSTALMENT
5.1 The payment for the first instalment will be sent to the CONTRACTING PART pursuant to the form of payment chosen at registration.
5.2 Should the CONTRACTING PART fails to pay its first instalment on the agreed date the ScrumHalf will take the steps to advise the CONTRACTING PART of its default so that this debt can be settled in a prompt manner under penalty of having the service interrupted.
6 ACCEPTANCE / TRIAL CONTRACT / TERM OF VALIDITY
6.1 These General Conditions are valid for an indefinite time. The acceptance by the CLIENT of these General Conditions is automatically executed (I) with the acceptance by the CLIENT via Web upon registration and (II) verifying it through the activation link sent via email. Thus both parties accept all of its burdens and conditions.
7 ON CANCELLATION
7.1 The withdrawal from the contract by the CONTRACTING PART may be done at any time, pursuant to the conditions described in the next item.
7.2 O’Katana offer discounts for the advanced payment of installments, through longer subscription plans, as described in the forms of the acquisition area of the ScrumHalf site. Therefor, no reimbursement of the CONTRACTING PART in the event of cancellation will be made.
7.3 Should the CONTRACTING PART wish to change the periodicity of the payment of the plan chosen it is hereby agreed that the ScrumHalf will not refund any sum already paid as related to the acquisition of the access plan.
7.4 The CLIENT will bear all banking charges as well as notary and administrative costs produced by the change or cancellation of the contract of any type chosen, if incurred.
8 RIGHTS AND OBLIGATIONS OF THE CLIENT
8.1 The CLIENT acknowledges and accepts that O’Katana is the sole owner of the ScrumHalf site through which the services object of this CONTRACT are provided.
8.2 The CONTRACTING PART acknowledges that the ScrumHalf service is being contracted as an USER LICENCE.
8.3 The authorization to use and access the ScrumHalf site via access password as regulated in this instrument gives the CLIENT the right to use all the services described in the plan acquired.
8.4 The right of access to the ScrumHalf site does not imply the assignment or transfer, even if partially, of its copyrights, and the practice by the CLIENT of any activity that violates the holding of such rights is forbidden pursuant to the terms of prevailing legislation.
8.5 The CLIENT is strictly forbidden from publishing, transmitting, issuing, re-transmitting, distributing, relaying to the public, reproducing and especially trading each and every one of the services of the ScrumHalf site pursuant to Law 9610/98 – Copyright Law.
8.6 The CLIENT is responsible for: (I) Informing only true registration data and precisely and clearly fill the information fields as contained in the form found in the ScrumHalf site as well as comunicateany alteration that may occur to the registration data, altering them in the site; (II) Paying all acquisition instalments for the access plan as taken at the time of accepting the present contract at the ScrumHalf site; (III) Using the services and contents as provided by the ScrumHalf site only for legal activities with the strictest compliance with the present instrument and prevailing legislation; (IV) Not lending, transferring or selling its identification and access password to others.
8.7 The ScrumHalf reserves itself the right to refuse or remove from its registration base, with no indemnification or refunding of payment, any CLIENT that fails to comply with the terms herein set or that is found to have, either during the registration stage or use of the services, adulterated, forged or omitted data or information deemed as indispensable, as requested, or that is not up to date with its financial obligations with the O’Katana.
9 OBLIGATIONS OF O’Katana
9.1 Company O’Katana, owner of the ScrumHalf site, as company responsible for the provision of the online services, accepts the endeavor to ensure the good working of the services provided in the sense of keeping the ScrumHalf site accessible and in constant operation, seeking to serve, in the best manner possible its registered CLIENTS, with the exception of the characteristics that are peculiar to the Internet which may affect the continuity of the services.
9.2 According to the terms described, O’Katana will make use of all the protection mechanisms at hand to ensure the privacy of CLIENT data. Notwithstanding this and given that it is not possible to place telephone or data transmission lines under surveillance or monitoring O’Katana cannot accept liability and effectively cannot accept responsibility for attempts of invasion of privacy that may occur in information traffic on these lines or still in the access other people may have to the computers of the CLIENT or to its personal passwords, and cannot warrant that the services will be provided free of virus infection or of any type of programming routine or code created to interrupt, destroy or tamper with software, hardware or telecommunication equipment.
9.3 With no loss of the full performance of its responsibilities as provided for in Clause 8 of the present instrument the ScrumHalf does not guarantee that the services provided will be adequate to the specific needs of each one the CLIENTS.
9.4 The ScrumHalf will be available 24 (twenty-four) hours per day, 7 (seven) days a week, with the exception of interruptions needed for system maintenance, operating failures of power utilities and/or telecommunication operators, act of God or force majeure or, still, actions or lack thereof of third parties.
10 COMMUNICATION OF INFORMATION, PRIVACY, AND CONFIDENTIALITY
10.1 The www.myscrumhalf.com site accepts not to publicize any information or data of its CLIENTS, except when it is forced to do it in the following cases: (I) to comply with any Court order or comply with any order issued by an appropriate regulatory body; (II) to comply with a provision contained in Brazilian Law, present or future; (III) to meet the terms of the service, pursuant to the present instrument; (IV) to respond to complaints that some of the contents may breach the rights of others.
10.2 With no loss of the foregoing and with the objective of measuring statistical data on the ScrumHalf site for advertising and/or market purposes the www.myscrumhalf.com site reserves itself the right to monitor and evaluate site access as made by the CLIENT including, but without limiting itself to, aspects such as: determining the source of accesses, most visited areas, daily page view average, daily visit average of the CLIENT, mean duration of visits by CLIENTS, amongst others.
10.3 The user may request at any moment the exclusion of its contact data from the database at the www.myscrumhalf.com site by using a specific function, found on the User Profile page or via email to email@example.com.
10.4 CLIENT data is information provided that identifies one personally, with elements such as email address or payment information or still, other data items that may allow their connection to such information by the www.myscrumhalf.com site. This data is used to identify the CLIENT in ScrumHalf, for invoicing purposes as described in item 10.5 and for communication such as described in item 10.8, though limited to it, and between the www.myscrumhalf.com site and the CLIENT. The user who wants to be removed from the register should proceed as set in item 10.3.
10.5 The CLIENTS that chooses to purchase the plans offered by the www.myscrumhalf.com site will have the client data as specified in item 10.4 sent via secure means to the payment gateway, a company specialized and responsible for the invoicing of the plans. The payment gateway will be chosen by the CLIENT upon registration.
11 GENERAL PROVISIONS
11.1 This contract comes into force on the date of its execution pursuant to its Clause 6, as also do the following provisions:
11.2 The assignment or any other form of transfer of rights or obligations of the CLIENT as produced by the present instrument is forbidden without the prior consent of O’Katana.
11.3 Any provision of this instrument that is deemed as forbidden, invalid or unenforceable, will neither render as invalid nor affect it, in any case, as a whole or in part, nor the remaining provisions set herein.
11.4 The present instrument, its provisions and the rights and obligations of the parties will be ruled and interpreted pursuant to the laws of the Federative Republic of Brazil, independently of the origin or place of residence of the CONTRACTING PART.
11.5 The failure to comply by the CLIENT with any clause or condition agreed upon in this instrument, notably the provisions contained in Clause 5, will constitute just reason for:
11.5.1 The termination in full right of the present contract as made by O’Katana with no refunding of any amount already paid; and
11.5.2 Should this be the case, the promoting of the applicable legal steps to collect reparations and indemnifications, or the application of financial penalties for penal and civil sanctions as provided for in Brazilian Law.
12 APPLICABLE LAW – VENUE
12.1 This Contract is governed by the General Conditions and is subjected to the laws of the Federative Republic of Brazil.
According to Article 421 of the Brazilian Civil Code of Law, the parties execute contracts and their clauses as they see fit, in any way they so wish, provided the social function of the contract is respected;
Consider that parties can legally execute, non-typical contracts, pursuant to Article 425 of the Brazilian Civil Code of Law (Law No. 10406 of 01/10/2002);
Consider Law No. 9609/1998 (the Software Act) being supplemented by Law No. 9.610/1998 (Copyright Act).
12.2 To clear eventual doubts or litigation originated from the present Contract, the Parties elect the main judiciary district of the capital city of Rio de Janeiro, state of Rio de Janeiro, with the express waiving of any other.
12.3 These General Conditions for the provision of online services is available on the CLIENT page at www.myscrumhalf.com.
12.4 The social and economic function of this contractual instrument is to enable the ScrumHalf site to provide project management services based on the SCRUM and other agile methodologies through which the CLIENT will access its online functions via the worldwide computer web – Internet.