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Terms of Service

Effective date: 10 SEP 2020

ARTICLE I. INTRODUCTION

Welcome to Release Technologies, Inc. (“Release Technologies” or “we” or “us”)!

By accessing or using our website at www.releaseapp.io (the “Site") you agree to these Terms of Service (“ToS”) which are a legally binding agreement between you and Release Technologies regarding your access and use of our Site, Product and Services. If you do not wish to accept these ToS then do not access or use the Site, Product or Services. The Site is intended for access and use by individuals age 18 or older. If you are not at least 18 years old you are prohibited from accessing or using the Site.

Article II of these ToS describes the terms that apply to all visitors to our Site.

Article III of these ToS describes the terms that apply to our customers who license a free version or a paid version of our Product and Services which are accessed through the Site.

ARTICLE II. TERMS AND CONDITIONS FOR SITE VISITORS

1. Site Purpose; Age. The Site provides certain information about us and about our products and services and provides you with opportunities to contact us.
ARTICLE II. TERMS AND CONDITIONS FOR SITE VISITORS

2. Marketing Communications. If you submit your email address to the Site to create a beta account on the Site then you agree to subscribe to newsletters, marketing and promotional materials we may send you. However, you may opt out of receiving these communications from us in the future by following the unsubscribe link in any communication or by emailing us at support@releaseapp.io. We describe this further in our Privacy Policy.

3. Credit Card Automatic Renewals. When you visit the Site you may choose to subscribe to a free subscription or subscribe to a paid monthly or annual subscription to our Product and Services. If you subscribe for a subscription which is paid, or in the case of a trial subscription which may become paid, then you must submit your credit card and you agree to an initial and recurring subscription fee (in the case of a trial subscription, beginning when the trial period ends). Such charges will be made in advance, either monthly or annually, and you accept responsibility for all recurring charges until you cancel your subscription. By subscribing for any paid subscription (including a paid subscription automatically entered into at the end of free trial period) and providing us with your credit card information, you authorize us to charge your credit card for all Products and Services purchased by you, including for any renewal term, until such time as you cancel your subscription.

AUTOMATIC RENEWAL AND CANCELLATION TERMS: Subscription fees are non-refundable. You may cancel your monthly or annual subscription renewal at any time after you are billed for the then-current month or year (as applicable) and before you are billed for the next month or year (as applicable), by notifying us in writing at support@releaseapp.io or, to the extent the functionality is available, by logging into your account and following the cancellation procedures

4. Site Ownership; Proprietary Rights. The Site is owned and operated by Release Technologies. The look and feel of the Site, the visual interfaces, custom fonts, graphics, designs and button designs, the compilation, information, data, computer code, and all other elements of the Site and Services (collectively, “Materials”) provided by Release Technologies are protected by intellectual property and other laws. All Materials associated with the Site are the property of Release Technologies or our third-party licensors. You are authorized to view the Materials on the Site in accordance with these ToS; but you may not make any other use of the Materials without the prior express written permission of Release Technologies. For example, you may not copy or distribute the Materials, or prepare derivative works based on the Materials, without our written consent in advance.

5. Privacy Policy. Please read the Release Technologies Privacy Policy for information relating to our collection, use, storage and disclosure of information we collect about you. The Release Technologies Privacy Policy is incorporated by reference into, and made part of, these ToS. Release Technologies will post notices of updates to the Privacy Policy on the Site.

6. Prohibited Conduct. YOU AGREE NOT TO:

6.1 use the Site for any illegal purpose or in violation of any local, state, national, or international law;

6.2 interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit access to or use of any content, or by using any account credentials that are not your own;

6.3 interfere with the operation of the Site or any visitor’s enjoyment of the Site, including by interfering with, intruding into, disrupting, or making repeated accesses or requests that cause performance degradation to any network, equipment, server, or software system used to host or otherwise implement the Site;

6.4 use any means of automated data collection (“scraping”) or indexing (“crawling”), including by use of data mining tools, scripts, repeated data requests, automated systems (“robots”), or any other method to collect, copy, or aggregate information hosted on the Site; or

6.5 attempt to do any of the acts described in this Article II, Section 6, or assist, encourage, request, or permit any person to engage in any of the acts described in this Article II, Section 6.

7. Linked Websites. The Site may contain links to third-party websites such as social media websites. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

8. Modification of the Site. We reserve the right to modify or discontinue the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or termination of your access to or use of the Site.

9. Modification of Article II of these ToS. We reserve the right, at our discretion, to change this Article II on a going-forward basis at any time. Please check these ToS periodically for changes. We will post notices of changes on the Site.

10. Site Feedback. If you choose to provide us with input and suggestions regarding problems with or proposed modifications or improvements to the Site (“ Site Feedback”), then you hereby grant Release Technologies an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Site Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

11. No Site Warranty.
11.1 THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RELEASE TECHNOLOGIES DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AVAILABLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. RELEASE TECHNOLOGIES DOES NOT WARRANT THAT THE ACCESS TO SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.11.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE SITE THAT IS NOT EXPRESSLY STATED IN THESE ToS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING THE COMPUTER SYSTEM OR MOBILE DEVICE YOU USE TO ACCESS THE SITE), OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE.

12. Limitation of Liability.
12.1 IN NO EVENT WILL RELEASE TECHNOLOGIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF RELEASE TECHNOLOGIES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

12.2 THE AGGREGATE LIABILITY OF RELEASE TECHNOLOGIES TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF (OR ANY INABILITY TO USE) THE SITE, OR OTHERWISE ARISING UNDER ARTICLE I OF THESE ToS, SHALL UNDER NO CIRCUMSTANCES EXCEED $50.00 USD.

13. General. The waiver by us of any breach or default of these ToS, or any provision of these ToS shall not be a waiver of any subsequent breach or default. If any part of these ToS is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these ToS for any reason, the Article II Sections entitled “Ownership; Proprietary Rights,” “Privacy Policy,” “Site Feedback,” and “General” will survive.

14. Governing Law; Venue. These ToS shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to the Agreement shall be in San Francisco County, California, USA.

15. Contact. The Site is controlled by Release Technologies located at 530 Divisadero Street, PMB 714, San Francisco, California 94117. You may contact us with by regular mail to this address or by email to support@releaseapp.io. We prefer email.

ARTICLE III. TERMS AND CONDITIONS FOR SUBSCRIBERS

The terms and conditions in this Article III govern all use of the Product and Services described in the Order agreed to by you individually or by your company (“you” or “Licensee”). The Product and Services are owned by Release Technologies.The Product and Services are offered subject to Licensee’s acceptance without modification of all of the terms and conditions contained in these ToS and Release Technologies’ Privacy Policy at https://releaseapp.io/privacy-policy (“Privacy Policy”). The “Agreement” means these ToS, the Privacy Policy and the Order. The Agreement describes the legal framework under which Licensee may access and use Release Technologies Products and Services. If Licensee does not agree to all the terms and conditions of the Agreement then Licensee may not access the Product or Services.BY REQUESTING ACCESS TO A RELEASE TECHNOLOGIES PRODUCT, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND ACCEPTS THE AGREEMENT. THE AGREEMENT IS EFFECTIVE AS OF THE DATE THAT LICENSEE REQUESTS ACCESS PRIOR TO COMMENCING USE OF THE PRODUCT.

Certain Definitions.

“Applicable Privacy Laws” means, in relation to any Personal Data that is processed in the provision of the Services, the applicable legislation on the protection of identifiable individuals in effect where the Personal Data data subject resides, including where applicable the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.

“Authorized User” means any individual age 18 or older (including Licensee’s employees, agents, contractors, suppliers of services, and customers, in each case to the extent that Licensee’s license includes, and Licensee pays for, such individual) who is authorized to access the Product, Documentation or Services and exercise the rights licensed by Licensee. Each Authorized User must use a unique identity to access and use the Product unless otherwise licensed, and may access the Services only to the extent licensed by Licensee.

“Cloud Infrastructure” means the Product, and the computing, storage, networking, and other hardware and software infrastructure used in providing the Services in the Cloud Edition.

“Delivery” means the availability of the Product and/or Documentation by Release Technologies to the Licensee via electronic or other means, without regard to when Licensee actually installs or uses such Product.

“Documentation” means the instruction manuals, user guides, and other information to be made available from time to time by Release Technologies in either printed or electronic form to the Licensee and any Update.

“Licensee Data” means all data Licensee is permitted to input and store on the Cloud Infrastructure, and data stored by Release Technologies on the Cloud Infrastructure at Licensee’s direction.

“Order” means any agreement between the parties which sets forth the Product licensed by the Licensee and any relevant pricing, including Licensee’s electronic agreement giving Licensee access to Release Technologies’ platform including the Product.

“Output” means any files, texts, or events or other data sets that are created or emitted through Licensee’s use of the Services.

“Personal Data” means any Licensee Data provided by Licensee to Release Technologies used to identify a specific natural person, either alone or when combined with other information that is linkable by Release Technologies to a specific natural person. Personal Data also includes other information about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

“Product” means, collectively, the product(s) set forth in any Order (to the extent such product(s) are subsequently made available to Licensee by Release Technologies) and any Update.

“Services” means the Product and related services, such as Support Services, accessed by Authorized Users in a manner consistent with Release Technologies’ published Documentation and the Agreement.

“Specifications” means those technical specifications in respect of the Product(s) which are published by Release Technologies and are in effect at the time of Delivery.

“Subscription” means licenses to the Product, Documentation, and Support Services for a specific license term.

“Support Services” is defined at Section 1.2 below.

“Update” means such enhancements, modifications, or additions to the Product or Documentation as may be made available from time to time by Release Technologies to Licensee.

1. Orders; Subscriptions; Delivery; Renewals; Accounts.
1.1 During the Term of the Agreement, and subject to Licensee’s compliance with the terms and conditions hereof, including the payment of the applicable fees, Licensee may subscribe to the Product and Services by the parties agreeing to an Order and TED will provide access to the Product and provide the Services. The Product is licensed and the Services are provided pursuant to Subscriptions. Subscriptions will be for the term agreed to in an applicable Order. All references in the Agreement to the “sale” or “purchase” (or other similar terms) of any Product or any Subscription to a Product shall mean the sale or purchase of a license to such Product.

1.2 Support Services. Release Technologies will provide technical support to Authorized Users via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Authorized Users may initiate a helpdesk ticket at any time by emailing support@releaseapp.io. Release Technologies will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day during Support Hours. In addition, for Licensees who license Release Technologies' Support upgrade product, Release Technologies will provide the additional technical support set forth here.

1.3 Unless otherwise agreed to, all Products, Updates and Documentation licensed by Licensee pursuant to the Agreement will be delivered electronically to Licensee by giving Licensee access to such Products, Updates and Documentation. In the case of a renewal of a Subscription, Licensee acknowledges and agrees that there is no delivery requirement for such renewal. Such renewals shall be deemed Delivered on the first day of the then-current renewal term of the applicable Subscription.

1.4 Subscriptions.(a) Release Technologies offers a free Subscription to its Starter product, subject to certain limitations, which can be accessed here.(b) Release Technologies offers Subscriptions to its Professional product, its Enterprise product, and its Production and Support upgrades, in each case subject to certain limitations, which can be accessed here. Licensee will be required to provide its billing information to purchase the Professional product, the Enterprise product and Production and Support upgrade products. Product.

1.5 Accounts. Licensee is responsible for maintaining the confidentiality of its account and password, including but not limited to the restriction of access to Licensee’s machines. Licensee agrees to accept responsibility for any and all activities or actions that occur under its Release Technologies and Third Party Provider accounts. Licensee must notify Release Technologies immediately upon becoming aware of any breach of security or unauthorized use of its accounts. Licensee may not use as a username the name of another person or entity or that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than Licensee, without appropriate authorization. Licensee may not use as a username any name that is offensive, vulgar or obscene.

2. Control of the Services; Systems.

2.1 The method and means of providing the Services shall be under the exclusive control, management, and supervision of Release Technologies. Release Technologies will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable law.

2.2 Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.

3. Ownership of Intellectual Property; License Grant;

3.1 Ownership by Release Technologies: Release Technologies owns its Product, Documentation, Site and work. The Materials, Product, Documentation and Services contain proprietary and confidential information of Release Technologies and its licensors. Except to the extent licenses are expressly granted hereunder, Release Technologies and its licensors retain all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Materials, Product, Documentation and Services. The use, copying, redistribution, use or publication by Licensee of any such parts of the Site, Product, Documentation or the Services, except as expressly authorized by the Agreement, is prohibited. Except as may otherwise be provided for in a statement of work signed by the parties, Release Technologies shall own all right, title and interest, including all intellectual property rights, in and to any intellectual property created by Release Technologies and delivered to Licensee pursuant to the Agreement or otherwise created by Release Technologies in the course of providing the Product, Documentation and Services under the Agreement.

3.2 License Grants by Release Technologies.
(a) Subject to and in consideration of timely payment by the Licensee of the license fees hereunder, and of Licensee’s compliance with the other terms and conditions of the Agreement, Release Technologies hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by the Agreement) license to: (i) access and use the Services via the Internet address provided to Licensee by Release Technologies for the number of environments applicable to Licensee’s Order; and (ii) use the Documentation, in each case as may be further limited by the terms of the particular subscription requested here.

(b) Feedback. You hereby grant to Release Technologies a non-exclusive, royalty-free, irrevocable, perpetual worldwide license to use and incorporate into the Services, suggestions, comments, improvements, ideas, or other feedback or materials provided by you or your Authorized Users to Release Technologies, including feedback provided through Third Party Product community forums (your “Feedback”). Release Technologies will exclusively own any improvements or modifications to the Services based on or derived from any of your Feedback including all intellectual property rights in and to the improvements and modifications.

3.3 Restrictions to License Grant by Release Technologies. Licensee may not use the Product or Services in any manner or for any purpose other than the development of its own software environments. Licensee agrees that it (and its Authorized Users) will not without express written permission of Release Technologies: (a) reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Services or any part thereof; (b) make the Services or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee or Licensee’s customers; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or Documentation, or include any Services or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Services or Documentation in a way that circumvents any contractual usage limit; (e) copy the Services or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under the Agreement); (f) use the Product or Services independently or with computer programming routines to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) download (other than page caching) any portion of the Product, Services or Content, except as permitted by the Documentation or (h) access or use any Services or Documentation in order to build a competitive product or service.

3.4 Licensee Responsibilities. Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and to maintain the accuracy of such information during the Use of the Product and Services. Licensee shall require Authorized Users to maintain proper password security, and for maintaining the confidentiality of Licensee’s account. Without limiting any other responsibilities Licensee has under the Agreement, Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User, and of any other individuals to Licensee has given access to the Services.

3.5 Ownership by Licensee. Except to the extent licenses are expressly granted hereunder, Licensee retains all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to: (i) its products and services; (ii) the Licensee Data; and (iii) subject to the other restrictions in the Agreement, any Output. As between the Parties, the Licensee Data, including Personal Data are the exclusive property of Licensee and constitute valuable intellectual property and proprietary materials of Customer. Subject to the limited rights expressly granted in the Agreement, Licensee reserves all right, title and interest in and to the Licensee Data including all intellectual property rights. No rights are granted to Release Technologies except as expressly set forth in the Agreement.

3.6 License Grant by Licensee; Third Party Claims.
a. Licensee hereby grants to Release Technologies a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify and perform: (i) Licensee Data solely as reasonably required to operate and provide the Services and (ii) the Output. For clarity, Release Technologies may use the name and email address of each Authorized User for the purpose of providing Support Services. In addition, and despite anything to the contrary in the Agreement, Release Technologies shall have the right to collect and analyze Licensee Data (other than Personal Data as set forth in Section 10) and other information relating to the provision, use and performance of various aspects of the Product and Services and related systems and technologies (including, without limitation, information concerning Licensee’s use of the Product and Services and data derived therefrom), and Release Technologies will be free (during and after the term hereof) to (i) use such information and data for the purpose of analytics and to improve and enhance the Product and Services and for other development, diagnostic and corrective purposes in connection with the Product and Services and other Release Technologies offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

b. Licensee shall defend, indemnify and hold Release Technologies harmless from and against any claims, actions, and other proceedings and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses, including reasonable attorneys’ fees and court costs (collectively, “Losses,”) to the extent arising out of or relating to (i) Licensee Data, including but not limited to any claim that any Licensee Data violates or infringes the privacy rights of any individual or (ii) any breach of security or unauthorized use of Licensee’s accounts.

4. Fees; Payments.

4.1 Accrual of Payment Rights; Renewal Term Fees. Release Technologies’ right to payment for the Product purchased by Licensee shall accrue on the date the Product is Delivered to Licensee and on the first day of the Renewal Term, if any. Renewal Term fees are equal to Release Technologies’ then-current license fees for Licensee’s Subscription type. Release Technologies will notify Licensee of changes to its standard license fees prior to the expiration of the Initial Term and each Renewal Term so that Licensee has the opportunity not to renew its Order before the next Renewal Term. Except in the case of material breach of the Agreement by Release Technologies, all payments accrued or made under the Agreement are non-cancelable and nonrefundable.

4.2 Invoicing and Payment. If Licensee opts to be invoiced (and not to have payments automatically process by credit card payment) Release Technologies or its third-party payment processer will invoice Licensee for Subscription fees in advance on a recurring and periodic basis in accordance with the relevant Order. Unless otherwise indicated, payment of the Subscription fee is due within thirty (30) days of Licensee’s receipt of an undisputed invoice. In the case of non-payment of any fees, Release Technologies may, at its sole discretion: (i) suspend Licensee access to the Product and Services; (ii) terminate the Agreement; or, (iii) continue to provide the Product and Services, for a period solely determined by Release Technologies, in anticipation of full and prompt payment by Licensee. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. Release Technologies shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.

4.3. Credit Card Payment. Release Technologies accepts payment for Orders by credit card. If Licensee chooses to pay by credit card then Licensee must provide a valid credit card number, the expiration date of the credit card and the billing address. Licensee represents and warrants that: (a) it has the legal right to use any credit card(s) it provides to Release Technologies and that (b) the credit card information Licensee supplies is true, correct and complete. Release Technologies may process credit card payments using third party payment processor services to pay for Orders and Licensee consents to use of third party payment processors by Release Technologies subject to the Privacy Policy. If Licensee’s credit card payment cannot be processed then Release Technologies will issue an electronic invoice to Licensee with other payment options. In the alternative, Release Technologies may cancel any Order if it reasonably suspects Licensee has submitted incorrect or unauthorized credit card information.

4.4 Taxes. Unless otherwise stated with respect to terms and conditions for a specific Subscription type, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon the Agreement. Any taxes related to the Product, Documentation or Services purchased or licensed pursuant to the Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the taxing authorities. Licensee will not be liable for taxes imposed on Release Technologies based on Release Technologies’ income.

5. Warranties and Disclaimer

5.1 Each party hereby represents and warrants to the other party that the Agreement is a valid and binding obligation of such party and enforceable against such party in accordance with its terms.

5.2 Licensee represents and warrants that Licensee owns all Licensee Data or Licensee has all rights that are necessary to grant Release Technologies the licensed rights in Licensee Data under the Agreement. Licensee further represents and warrants that: (a) neither Licensee Data, nor the inclusion of Licensee Data in the Services, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or Applicable Privacy Law or regulation, (b) it has accurately identified itself and it has not provided any inaccurate information about itself; (c) each Authorized User is 18 years or older; and (d) it has not previously been suspended or removed from the Services.

5.5 The Product, Documentation and Services are provided “as is” and “as available” without any warranties of any kind. EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RELEASE TECHNOLOGIES MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THE AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RELEASE TECHNOLOGIES DOES NOT WARRANT THAT THE PRODUCT, SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH PRODUCT, SERVICES OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.

6. Limitation of Liability

6.1 Limitation on Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS BASED UPON RELEASE TECHNOLOGIES’ BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER OR ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND SUBJECT TO SECTION 6.2, RELEASE TECHNOLOGIES WILL NOT BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Prohibition on Certain Damages. DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL RELEASE TECHNOLOGIES BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY. EXCEPT WITH RESPECT TO CLAIMS BASED UPON LICENSEE’S BREACH OF ITS LICENSED RIGHTS HEREUNDER, IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR: (i) ANY SPECIAL OR PUNITIVE DAMAGES; (ii) ANY LOSS OF PROFITS, LOST BUSINESS, REVENUE OR DATA; (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) ADDITIONAL DATA PROCESSING COSTS INCURRED IN CONNECTION WITH USE OF THE SERVICES OR (v) ANY COSTS OR LIABILITIES ASSOCIATED WITH INCREASED COMPUTE CYCLES OR PROCESSING CYCLES IN LICENSEE’S THIRD-PARTY-HOSTED ACCOUNT, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Maximum Liability. IN NO EVENT SHALL RELEASE TECHNOLOGIES’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO RELEASE TECHNOLOGIES UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.

6. Limitation of Liability

6.1 Limitation on Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS BASED UPON RELEASE TECHNOLOGIES’ BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER OR ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND SUBJECT TO SECTION 6.2, RELEASE TECHNOLOGIES WILL NOT BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Prohibition on Certain Damages. DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL RELEASE TECHNOLOGIES BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY. EXCEPT WITH RESPECT TO CLAIMS BASED UPON LICENSEE’S BREACH OF ITS LICENSED RIGHTS HEREUNDER, IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR: (i) ANY SPECIAL OR PUNITIVE DAMAGES; (ii) ANY LOSS OF PROFITS, LOST BUSINESS, REVENUE OR DATA; (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) ADDITIONAL DATA PROCESSING COSTS INCURRED IN CONNECTION WITH USE OF THE SERVICES OR (v) ANY COSTS OR LIABILITIES ASSOCIATED WITH INCREASED COMPUTE CYCLES OR PROCESSING CYCLES IN LICENSEE’S THIRD-PARTY-HOSTED ACCOUNT, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Maximum Liability. IN NO EVENT SHALL RELEASE TECHNOLOGIES’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO RELEASE TECHNOLOGIES UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.

7. Confidentiality

7.1 Confidentiality Agreement. Each of the parties hereto undertakes to the other to keep confidential all Confidential Information concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of the Agreement. To qualify as Confidential Information, the disclosing party must conspicuously mark the Confidential Information in tangible form as “confidential,” “proprietary” or similar words generally understood to communicate the confidential nature of the information. Where it is not possible to use such marking, or when the information is disclosed orally or visually, the disclosing party must state at the time of disclosure that the information is Confidential Information, and when requested by the receiving party, summarize in writing the Confidential Information within a reasonable time of such request, describing the disclosure in sufficient detail. Despite the foregoing, the Product and each party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such party’s Confidential Information.

7.2 Exceptions. Despite all of the foregoing, Confidential Information will not include any information which: (a) is already lawfully in the receiving party’s possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a matter of law (provided that the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefor); (e) is disclosed by the receiving party with the disclosing party’s approval; or (f) is independently developed by the receiving party without any use of Confidential Information.

7.3 Injunctive Relief. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the disclosing party’s remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).

8. Term and Termination.

8.1 Term of Agreement. The Agreement shall begin and end as specified in the Order (the “Initial Term”). Thereafter, the Order and the Agreement shall automatically renew for additional periods of the same length as the Initial Term, unless either party notifies the other of its intent not to renew prior to the end of the then-current term (the “Renewal Term”). The “Term” means the Initial Term and the Renewal Term. Licensee may provide notice of non-renewal either through its online account management page or by contacting the customer support team at support@releaseapp.io.

8.2 Termination. The Agreement and any Order may be terminated by either party upon notice if the other party (i) breaches any material term or condition of the Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing.

8.3 Effect of Termination. Upon termination of the Agreement, Licensee shall immediately uninstall or destroy (or at the sole option of Release Technologies, return) all copies of the Product and Documentation in its possession or control, and a duly authorized officer of the Licensee shall certify in writing to Release Technologies that the Licensee has complied with such obligation. Any termination of the Agreement pursuant to this Article III, Section 8 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

8.4 Survival. Article III, Sections 3.1, 3.3 – 3.6, 4, 5.2 - 5.5, 6-7, 8.4, 8.5, 9, 10 and 13, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of the Agreement.

8.5. Termination is not an exclusive remedy for breach of the Agreement by either party. All other remedies will be available to the non-breaching party whether or not the non-breaching party terminates the Agreement for breach by the other party.

9. Import and Export Regulations.

The Product is subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Product to any Prohibited Entity, and Licensee affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).

10. Personal Data; Security; Compliance with Laws.

10.1. No Sensitive Data. Licensee is prohibited from providing any patient, medical or other protected health information regulated by the Health Information Portability and Accountability Act of 1996, as amended, and the rules promulgated thereunder) or any similar federal or state laws, rules or regulations to the Service. Licensee shall provide appropriate notices to (and obtain appropriate consents from, if applicable) its Authorized Users about the collection, transfer and processing of Personal Data by Release Technologies.

10.2 Authority. Licensee represents and warrants that it has the necessary rights and full power and authority to provide Personal Data to Release Technologies.

10.3 Restrictions on Personal Data. If Licensee provides Personal Data to Release Technologies under the Agreement, such as names and email addresses of authorized users who login to the Release Technologies Solution or request Support Services, then Release Technologies will: (a) use the Personal Data solely for the purpose of providing the Services to Licensee; and (b) delete the Personal Data within twenty (20) days of a request to do so from Licensee or, otherwise, as required by law. In addition, Release Technologies will, taking into account the nature of Licensee’s Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Licensee’s Personal Data. For any Product or Service where Licensee data is stored by Release Technologies, Licensee consents to the storage and processing of Licensee Data by Release Technologies’ cloud hosting subprocessor Amazon Web Services for the purpose of providing the Services to Licensee, using servers located in the United States or in the local jurisdiction of Licensee. Licensee acknowledges that the data privacy and data security measures for the storage and processing of data published by Amazon (including Amazon Web Services) meet the requirements of this Section. For clarity, however, except where otherwise expressly provided, Licensee shall deploy the Product and store and process Licensee Data in a cloud instance Licensee owns or controls.

10.4 No Selling; No Consideration. Release Technologies and its subprocessors are expressly prohibited from: (i) selling Personal Data for monetary or other valuable consideration; (ii) sharing, collecting, retaining, using, or disclosing Personal Data for any purpose, other than the express purpose of providing the Services to Licensee. Release Technologies acknowledges and confirms that it does not receive any Personal Data as consideration for any services or products that it provides to Licensee under the Agreement.

10.5 Compliance with Laws. Each party agrees to abide by all applicable local, state, national, and international laws and regulations in connection with providing the Services, including all Applicable Privacy Laws.

11. Third Party Products.

Using Product tools and features, Licensee in its sole discretion may choose to authorize the Product to connect to third party software applications and platforms, such as Licensee’s GitHub or Bitbucket account (“Third Party Products”). Licensee may authorize the Product to import data from Third Party Products to the Product, such as Licensee’s GitHub or Bitbucket account user name and email address, and this imported data is “Licensee Data.” Third Party Products are not under Release Technologies’ control. Neither the Agreement nor the Privacy Policy are binding upon third parties. Release Technologies does not endorse Third Party Products.

12. Publicity.
Either party to the Agreement may publicize the existence of the business relationship established by the Agreement in connection with its products, promotions, or publications. Licensee agrees to participate with Release Technologies in a case study, and grants to Release Technologies the right to publish and publicly display (in written, electronic or any other media or form) the results of such case study. Despite the foregoing, any public display or distribution of such results shall be in compliance with Article III, Section 7 (Confidentiality). The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Agreement start date, and Licensee further agrees to reasonably cooperate with Company to serve as a reference account upon request. Licensee grants Release Technologies permission to use Licensee’s name and logo(s) in connection with promotion of Release Technologies’ products and services. All representations of Licensee’s logo shall be exact copies of those used by Licensee in design, color and other details. Except as expressly set forth in this Section, nothing in the Agreement gives either party any right, title or interest in the other party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither party may disclose the specific terms of the Agreement, except as required by applicable law.

13. Miscellaneous.
13.1 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at the Release Technologies address listed in Article I of this ToS, “Attention: Legal” and the Licensee address listed on the Order (or such other address as to which the other party has been notified), or sent by email to the email address as may be provided by one party to the other from time to time. Despite any of the foregoing, notices of updates to the Privacy Policy may be delivered by the Company posting such updates on the Site.

13.2 Assignment and Sublicensing. Either may assign the Agreement without the consent of the other party to an entity that acquires all or substantially all of the shares of the assigning party, or all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Despite the foregoing, Licensee may not assign, transfer or sublicense the Agreement or any of its rights or obligations hereunder to any competitor of Release Technologies as determined in Release Technologies’ reasonable discretion. In all other cases, neither party shall assign, transfer or sublicense the Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

13.3 Headings. Headings to paragraphs or sections in the Agreement are for the purpose of information and identification only and shall not be construed as forming part of the Agreement.

13.4 Governing Law; Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to the Agreement shall be in San Francisco County, California, USA.

13.5 Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of the Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

13.6 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

THE AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES REGARDING ACCESS TO AND USE OF THE PRODUCT AND SERVICES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, ALL TERMS AND CONDITIONS INCLUDED AS PART OF ORDERS AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, REGARDING ACCESS TO AND USE OF THE PRODUCT AND SERVICES. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO LICENSEE’S ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THE AGREEMENT.

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