Terms of Use

Last Updated: July 11, 2015

Scope and Acceptance

Welcome to agileSpecs! We, Rodalo GmbH (“Rodalo” or “we” or “us” or “our”) own and operate the website at www.agileSpecs.com including all related agileSpecs websites (the "Service”). Access to, and use of the Service and the information contained in the Service are subject to the terms and conditions listed below (“Terms of Use”) and constitute a binding legal agreement between you ("you" or "your") and Rodalo. Please print or save a copy of these Terms of Use for your records.

Please read carefully before you start using the Service, as by accessing, browsing, or using the Service, you agree that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to them you must not use the Service. If you are accepting these Terms of Use on behalf of another person, company or other legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to these Terms of Use. If you do not have such authority or if you do not agree to these Terms of Use please do not use the Service.

About us

The Rodalo GmbH is a company registered in Germany, under company registration number HRB 13092 and with its registered office at Kaiserstraße 108, 53721 Siegburg. Please see our Legal Notice for more information.

Privacy

Rodalo takes the privacy of our customers very seriously. These Terms of Use refer to our Privacy Policy which also applies to your use of the Service. Our Privacy Policy sets out the Terms on which we process any personal data we collect from you, or that you provide to us. By using the Service, you consent to such processing and warrant that all data provided by you is accurate, current and true. We have tried to ensure that the Service is as accessible as possible. This means that as many people as possible can find the information they need.

Changes to the Terms of Use and the Service

We may change these Terms of Use from time to time and when we do, we will always update the Terms of Use on our website, so please try to read them frequently to see any updates or changes. If you continue to use the Service after any changes are made, you are deemed to have accepted them. If you disagree with any changes to this Terms of Use, you will need to stop using the Service and delete your account.

We may update the Service from time to time, and may change the content at any time. The Service is intended to be useful and informative, however, please note that although we take steps to ensure all information we provide on the Service is accurate and up to date at the time of the last update, we do not promise that it will be correct and complete or free from errors or omissions at any given time, and we are under no obligation to update it.

Description of the Service

The Service provides business customer the paid or free of charge use of the web-based, software-as-a-service platform agileSpecs ("agileSpecs"), developed, provided and hosted by Rodalo. The Service is a specifications and requirements management system, that is made available on an “AS IS” and “AS AVAILABLE” basis. The Service offers different subscription plans. You are responsible for obtaining access to the Internet and the equipment necessary to use the Service. Any modifications and new features added to the Service are also subject to these Terms of Use. Rodalo reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. If maintenance work is necessary and if Rodalo is not available for maintenance reasons, we will duly inform you. You can find the detailed scope of the Service at: www.agileSpecs.com.

Communication Preferences

You agree to receive communications from Rodalo solely in electronic form. These communications may involve sending emails to your email address provided during registration, or posting communications on the Service, or in the "Settings" area of your account and will include notices about your account (e.g., payment authorizations, changes in password or payment method, confirmation e-mails and other transactional information) and are part of your relationship with Rodalo. Support for the Service is only available in English via our customer support system or email. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.

Your Obligations

  1. You affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live).
  2. The Service is available for business customers only.
  3. Accounts registered by automated methods are not permitted.
  4. You must provide a valid email address and your name in order to complete the signup process.
  5. Your login may only be used by one person - a single login shared by multiple people is not permitted.
  6. You are solely responsible for safeguarding the password and for all activities that occur under your account. You should notify Rodalo immediately if you become aware of any breach of security or unauthorized use of your account.
  7. You are responsible for all content posted and activity that occurs under your account.

Prohibited Uses

You agree not to access or use the Service in any manner:

  1. To upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
  2. To monitor or copy materials on the Service for any unauthorized purpose or access the Service via any automatic device, process or means of access such as a robot or spider.
  3. To transmit any worms or viruses or any code of a destructive nature.
  4. To modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other Rodalo Services.
  5. That violates any applicable federal, state, local or international law or regulation, or advocates, promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.
  6. To reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by Rodalo.
  7. To act in a manner that negatively affects other user's ability to use the Service.

Payment, Refund, Upgrading and Downgrading Terms

  1. Additional groupings of features may be added to the Service (e. g. collaborating, number of projects) and made available to you as a paid upgrade ("paid plan").
  2. If you decide to subscribe to a paid plan, you shall pay subscription fees ("subscription fees") to Rodalo as described below.
  3. A detailed list of all the subscription fees is available at: www.agileSpecs.com/pricing, and you agree to pay that subscription fees for the paid plan you selected.
  4. All currency references are in U.S. dollars (“$”).
  5. Upon selection of a paid plan, you must provide Rodalo with the necessary billing information ("billing data").
  6. You are responsible for keeping your billing data up to date.
  7. After successfully submitting your billing data, and reaffirming the Terms of Use, you will be billed immediately and your new plan will become active.
  8. You will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”).
  9. Billing cycles are typically monthly or yearly, depending on what subscription plan you select when purchasing a paid plan.
  10. Payments for a paid plan of duration of less than a year can be made only by Credit Card. Only yearly plans include the option to pay by check or wire transfer, the payment due date is 30 days net after receiving the invoice.
  11. Your paid plan will automatically renew at the end of each billing cycle and you authorize Rodalo to bill your credit card or other payment instrument in advance, unless and until you cancel the paying plan (see Contract Duration, Cancellation and Termination).
  12. All subscription fees are exclusive of all taxes. Customer from Germany are charged an additional 19% VAT to all fees. Customer from the EU must provide a valid VAT ID and are subject to the Reverse Charge rule (according to Articles 194 & 196 of Council Directive 2006/112/EEC). No VAT will be charged for customer outside the EU.
  13. You agree that the Rodalo Payment Service is charged through a third-party payment service provider.
  14. Rodalo only provides you with an electronic invoice. You consent to receive your invoices electronically. Electronic invoices will be made available in PDF format in the “Settings” area of your account. It is your responsibility to print or save a copy of each electronic invoice and to retain such copy for your records. If we make an error on your invoice, you must tell us within 120 days, and we will correct it promptly after we have investigated the invoice.
  15. When you upgrade your paid plan, you will be charged the difference in cost immediately.
  16. When you downgrade your plan, your current plan level will still be active for the rest of the end of your current billing cycle.
  17. When the downgraded subscription plan becomes active, the platform will check if your usage statistics (e.g. number of projects) are within the limits of the plan. If your statistics exceed your plan, your projects will be disabled until you delete projects to match your plan. If you exceed your plan for more than 4 months, Rodalo may delete projects after giving notice. Rodalo does not accept any liability for such loss.
  18. Payments are nonrefundable and there are no refunds or credits for partially used periods, upgrade/downgrade refunds, or refunds for unused periods. This applies to everyone, no exceptions are made.
  19. We may suspend or cancel your access to the Service, if you fail to pay in full and on time after we have sent you a reminder.
  20. Rodalo reserves the right to change subscription fees upon 30 days notice from us.

Contract Duration, Cancellation and Termination

  1. These Terms of Use shall begin by accessing and/or using the Service.
  2. These Terms of Use shall apply for an indefinite period, and may be terminated at any time by either party without notice.
  3. You can cancel your account at any time in the “Settings” area of your account. The account screen provides a simple no questions asked cancellation link. All of your content (e.g. projects owned by you) will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled. Rodalo does not accept any liability for such loss.
  4. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation.
  5. If you cancel the Service before the end of your current paid up month, or year, your cancellation will take effect immediately and you will not be charged again. There are no refunds for unused periods (see Payment, Refund, Upgrading and Downgrading Terms).
  6. You're free to stop using the Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion after giving notice. For example, we may suspend or terminate your use of the Service if you're not complying with these Terms of Use, or use the Service in a manner that would cause us legal liability, disrupt the Service or disrupt other's use of the Service.
  7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Rodalo, employee, member, or officer will result in immediate account termination.

Content Ownership

  1. Definitions: “content” means text, images, photos, names, and all other forms of data or communication; “your content” means content that you submit or transmit to, through, or in connection with the Service; “Rodalo content” means content that we create and make available in connection with the Service.
  2. Responsibility for your content: You alone are responsible for your content. You understand and agree that Rodalo cannot be responsible for the content posted on the Service and you may be exposed to objectionable materials. You assume all risks associated with your content, including anyone’s reliance upon its quality, accuracy, or reliability, or any disclosure you make that makes you personally identifiable. You acknowledge that you own, or have the necessary permissions to use and/or authorize the use of, your content as described herein. You agree to use the Service at your own risk.
  3. Your privacy in your content is a highest concern for us, unless you elect to enable others to view or have access to the content you submit to the Service (your team members you added), no one else should see your content without your consent. Our rights to use your content: In order to enable Rodalo to operate the Service, we must obtain from you certain limited license rights to process your content so that technical actions we take in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing your content, unless you give us these rights. Accordingly, by using the Service and uploading your content, you are granting Rodalo a license to display, perform and distribute your content and to modify (for technical purposes, e.g., making sure content is viewable on computers and other devices) and reproduce such content to enable Rodalo to operate the Service.
  4. You agree that these rights and licenses are royalty free, worldwide and irrevocable (for so long as your content is stored with us), and include a right for Rodalo to make such content available to, and pass these rights along to, others with whom Rodalo has contractual relationships related to the provision of the Service, solely for the purpose of providing such Service, and to otherwise permit access to or disclose your content to third parties if Rodalo determines such access is necessary to comply with its legal obligations.
  5. By submitting comments, bug reports, product suggestions to Rodalo you acknowledge and agree that Rodalo is free to use any ideas, concepts, know-how or techniques that you provide for any purpose without any compensation to you.

API Terms

You may access the Service account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by these Terms of Use plus the following specific Terms:

  1. You expressly understand and agree that Rodalo shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Rodalo has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
  2. Abuse or excessively frequent requests to Rodalo via the API may result in the temporary or permanent suspension of your account's access to the API. Rodalo, in its sole discretion, will determine abuse or excessive usage of the API. Rodalo will make a reasonable attempt via email to warn the account owner prior to suspension.
  3. Rodalo reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

Copyright

Rodalo respects the intellectual property rights of others and ask that you do too. The Service is copyright © Rodalo GmbH. All rights reserved. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Rodalo.

Trademarks

Any trademarks, logos, slogans, product, service names, and service marks (collectively "marks") displayed on or through the Service are the property of Rodalo or other third parties. You are not permitted to use these marks without the prior written consent of Rodalo or such third party that may own the mark. The Service may contain information and disclosures of products, services, methods, or other technology which may be the subject of intellectual property protection owned by Rodalo.

Responsibility for Links and Content

The Service may provide, or third parties may provide, links to other world wide websites or resources. Because Rodalo has no control over such sites and resources, you acknowledge and agree that Rodalo is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Rodalo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Warranty and Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: Use of the Service is at your sole risk. Rodalo expressly disclaims to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees, or representations, including, without limitation, the warranties of fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights. Without limitation, Rodalo makes no warranty or guarantee that the Service or any content will be uninterrupted, timely, secure or error-free. Rodalo does not warrant that the Service will meet your specific requirements. You understand and agree that if you download or otherwise obtain content, materials, information, or services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system.

Indemnification

You agree to defend, indemnify and hold harmless Rodalo, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Service in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms of Use, or any other claim related to your use of the Service, except where such use is authorized by Rodalo.

Limitation of Liability

IN NO EVENT SHALL RODALO AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS/LICENSORS AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT RODALO HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RODALO’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER AMOUNTS PAID BY YOU TO RODALO IN CONNECTION WITH YOUR USE OF THE SERVICE, IF ANY, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Governing Law

You agree that all matters relating to your access to or use of the Service, including all disputes arising from these Terms of Use, will be governed by the laws of the Federal Republic of Germany without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which you reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information. You and Rodalo agree that the place of jurisdiction shall be the place of the registered office of Rodalo, (a) regardless of your world-wide physical location, or (b) the jurisdiction where you purchased or use the Service.

Service Disruptions and Backup

We strive to keep the Service up and running; however, all web services suffer occasional disruptions and outages. You will take the necessary measures according to your own risk assessment to regularly back up the data and content you have entered, uploaded and stored on the Service, and create your own backup copies in order to guarantee reconstruction of the data and content in case of data loss.

General

  1. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
  2. You understand that Rodalo uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
  3. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Rodalo) of other users of the Service, we reserve the right to immediately disable your account or throttle your connection until you can reduce your bandwidth consumption.
  4. If you are a government user or otherwise accessing or using the Service in a government capacity, this Amendment to Rodalo Terms of Use shall apply to you.
  5. These Terms of Use are electronic form. We may send you, in electronic form, information about the Service, additional information and information that the law requires us to provide. We may provide required information to you by email to the address that you specified when you signed up for the Service. We recommend that you monitor and maintain the email address that you specified. If you do not consent to receive notices electronically, you must stop using the Service.

Waiver and Severability

The failure of Rodalo to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision. To the extent that any provision in this Terms of Use shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this Terms of Use as modified, legal and enforceable under applicable laws and the balance of the provisions of this Terms of Use shall not be affected thereby.

Contact Us

If you have any questions or concerns about the Terms of Use, please email us at legal@rodalo.com.