THESE TERMS OF USE (“TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THIS SCALED AGILE SITE, INCLUDING ANY SERVICES MADE AVAILABLE VIA THE SITE (“SITE”), A COPYRIGHTED WORK BELONGING TO SCALED AGILE, INC. (“SAI”). BY ACCESSING OR USING THIS SITE, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THIS SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. YOU MAY NOT ACCESS OR USE THIS SITE IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS. IF YOU OR THE ENTITY YOU REPRESENT HAS A SIGNED AGREEMENT WITH SAI, THE TERMS OF THE SIGNED AGREEMENT WILL GOVERN IN THE CASE OF ANY INCONSISTENCY WITH THESE TERMS.
1. ACCOUNTS
a. Account Creation. In order to access the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that all required registration information you submit is truthful and accurate and that you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. SAI may suspend or terminate your Account in accordance with Section 10.
b. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all actions and activities that occur under your Account. You must exercise best efforts to ensure the security and integrity of your own network; to detect and prevent unauthorized access to your network or the Site; and take commercially reasonable steps to safeguard passwords, personal identification numbers, or other access or authentication devices. SAI does not actively monitor, censor, or control information that you transmit or receive on the Site. You shall remain solely liable for your use of the Site and any and all content that you access through it. Your access to any such content is at your own risk. You are prohibited from transmitting any content to or through the Site that (a) is offensive, obscene, pornographic, profane, libelous, defamatory, threatening, abusive, harassing, disrespectful, or otherwise objectionable; (b) violates the intellectual property rights of SAI, its suppliers, or any third party; (c) violates these Terms; and (d) that contains any worms, viruses, malware, or any code of a destructive nature. You agree not to use the Site for any purpose that is unlawful or prohibited by these Terms. You agree to immediately notify SAI of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. SAI cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. ACCESS TO THE SITE
a. Access. Subject to these Terms, SAI grants you a non-transferable, non-exclusive, revocable, limited right to access and use the Site solely for your business use and on an “as available” basis.
b. Access Restrictions. Your access rights are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Site, whether in whole or in part, or any content displayed on the Site except for your business use in accordance with these Terms; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, except that the foregoing restrictions shall not apply if, but only to the limited extent that, applicable laws expressly prohibit such restrictions and require SAI to give you a limited right to take such action to render the Site interoperable with other software that you need to use, provided however that in this case, you shall first request the right to take such action from SAI, and SAI may decide (in its sole discretion) either to carry out the relevant action itself at a reasonable commercial fee or provide the information necessary to enable you to achieve such integration, subject to any additional reasonable conditions on the use of such information to ensure that SAI’s and its licensors’ proprietary rights remain protected; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
c. Site Modification. SAI reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that SAI will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
d. No Support or Maintenance. You acknowledge and agree that SAI will have no obligation to provide you with any support or maintenance in connection with the Site. By using the Site, you acknowledge that you are solely responsible for the safety of your hardware, software, and data for the duration of your use of it. You also accept liability for any of your actions while using the Site.
3. MEMBERSHIPS
a. Free One-Year Membership. SAI may, from time to time and in its sole discretion, offer you a complimentary one-year membership to our SAFe® Studio product. SAI reserves the right to stop offering this complimentary one-year membership at any time in its sole discretion, with or without notifying you. The complimentary one-year membership will automatically convert to a paid membership upon expiry of the complimentary one-year membership. Unless you cancel your membership prior to the end of the complimentary one-year membership, we will begin invoicing you or, if applicable, charging your payment method on an annual basis for your membership upon expiration of the complimentary one-year membership period. This clause does not apply if you or the entity that you represent has a written agreement that has been signed with SAI, in which case the terms of the signed agreement will prevail.
b. Paid Membership. If you benefit from a complimentary one-year membership to our SAFe® Studio product, or otherwise purchase a membership to our SAFe® Studio product (in each case, a "Membership”), you acknowledge and agree that your Membership will renew automatically on an annual basis unless and until you cancel your Membership or we terminate it. If you benefit from a complimentary one-year membership, your Membership will auto-renew annually after expiry of the complimentary one-year membership. If you otherwise purchased a membership, your Membership period and the cost of the Membership will be disclosed prior to purchase. You acknowledge and agree that SAI will invoice you or, if applicable, automatically charge your payment method each calendar year on the calendar day corresponding to the start of the paying portion of your Membership. You may cancel your SAFe® Studio Membership at any time, and you will continue to have access through the end of your Membership period (or complimentary one-year membership, if applicable). You will not have the right to receive any pro-rated refund if you cancel your Membership period halfway through a billing cycle. You can cancel your Membership by logging into your Account and following the instructions. You must cancel your Membership at least 24 hours in advance of the end of each billing cycle in order to avoid being charged for the next calendar year’s Membership. This clause does not apply if you or the entity that you represent has a written agreement that has been signed with SAI, in which case the terms of the signed agreement will prevail.
4. INDEMNIFICATION
You agree to indemnify and hold SAI and its officers, employees, and agents harmless from any liability, losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, including associated court or arbitration costs and attorneys’ fees, and all other professional costs and expenses), damages, claims or demands, made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. SAI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SAI, and you agree to cooperate with SAI’s defense of these claims. You agree not to settle any matter without the prior written consent of SAI. SAI will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. CONTENT AND LICENSES
a. Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by SAI or SAI's suppliers. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. All Scaled Agile, Inc. and SAFe® content, graphics, and trademarks are protected by U.S. and international copyright and trademark laws, and laws governing intellectual property. SAI reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
b. Your Content. SAI does not claim ownership of any documentation, text, queries, or other content that you upload, input, or otherwise make available on or via the Site (“Make Available” and such content, “Your Content”). You hereby grant to SAI and its affiliates a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to reproduce, adapt, publicly perform, publicly display, distribute, transmit and otherwise use Your Content for the purpose of providing the Site and related services to you. You represent and warrant that you have all rights and authority necessary to grant the foregoing license.
c. User Inputs and Outputs. The Site utilizes software and technology, including artificial intelligence to process user inputs to the Site, such as text prompts asking questions about SAFe, training, and other content (the “Input”), and generate and return outputs based on such Inputs (“Output”). SAI does not claim ownership of any of your Inputs or Outputs. In addition to the license granted in Section 5b., you acknowledge that Inputs and Outputs may be used by SAI to train, develop, enhance, evolve and improve its (and its affiliates’) AI models, algorithms and related technology, products and services (including for labeling, classifications, content moderation and model training purposes). As such, you hereby grant to SAI and its affiliates a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs Made Available by you or otherwise generated in connection with your use of the Site at any point, in connection with the purposes described herein.
d. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SAI through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that SAI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SAI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Site and/or SAI’s business.
6. INTERACTION WITH OTHER USERS
Your interactions with other Site users are solely between you and such users. You agree that SAI will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, SAI is under no obligation to become involved.
7. RELEASE
To the maximum extent permitted by applicable law, you hereby release and forever discharge SAI, its officers, employees, agents, successors, and assigns from, and hereby waive and relinquish each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
8. DISCLAIMER OF WARRANTY
THE SITE, AND SERVICES AND OUTPUTS MADE AVAILABLE VIA THE SITE, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. SAI AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. SAI AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SITE, SERVICES MADE AVAILABLE VIA THE SITE, OR OUTPUTS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, SERVICES OR OUTPUTS, ALL SUCH WARRANTIES WILL BE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE, AS WELL AS ANY OUTPUT, IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
FROM TIME TO TIME, SAI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SAI’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SAI OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY (WHETHER IN TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY, BREACH OF CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE) FOR ANY (I) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR (II) LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF GOODWILL, OR ANY OTHER CATEGORY OF DAMAGE (REGARDLESS OF WHETHER THESE TYPES OF LOSS OR DAMAGE SET OUT IN THIS SUB-SECTION (II) ARE DIRECT, INDIRECT OR CONSEQUENTIAL), IN EACH CASE, ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE, OR INABILITY TO USE, THE SITE (INCLUDING ANY OUTPUTS THEREFROM), AND EVEN IF SAI HAS BEEN ADVISED OF OR OUGHT TO HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES ARISING. YOUR ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF SAI FOR ALL CLAIMS ARISING OUT OR IN ANY WAY CONNECTED TO THE SITE (INCLUDING ANY OUTPUTS THEREFROM) (WHETHER IN TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, BREACH OF CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE) WILL NOT EXCEED FIFTY U.S. DOLLARS ($50 USD). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT SAI’S SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
10. TERM AND TERMINATION
These Terms will remain in full force and effect while you are authorized to use the Site. SAI may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at its sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. SAI will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account.
11. REVISIONS
SAI reserves the right to update and change these Terms at any time in its discretion. Notice will be provided by displaying a dialog upon login with the updated Terms and their effective date. Changes will be effective immediately for new users of the Site. Your continued use of the Site following notice of such changes will indicate your acknowledgement and acceptance of such changes.
12. CHOICE OF LAW; VENUE; MANDATORY ARBITRATION
a. Governing Law and Jurisdiction These Terms and your use of the Site (as well as any non-contractual disputes arising out of or in connection with them) shall be interpreted by and subject to the laws of the State of Colorado, U.S.A., including its statutes of limitations, and without regard to choice or conflicts of law principles. The parties agree to the jurisdiction of the state or federal courts, as applicable, located in Denver, Colorado.
b. ARBITRATION AGREEMENT. Please read this Arbitration Agreement carefully. It is part of your contract with SAI and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
All claims and disputes between the parties (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the Site that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.
(i) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
(ii) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(iii) Emergency Equitable Relief. Either party may seek emergency equitable relief before a state or federal court of competent jurisdiction as identified in Section 12(a) in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(iv) Claims Not Subject to Arbitration. Claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
(v) Applicable Law and Jurisdiction In any circumstances where the Arbitration Agreement permits the parties to litigate in court, the parties agree that the exclusive jurisdiction and venue identified in Section 12(a) shall apply.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to SAI should be sent via overnight courier or certified mail to:
Attn: Legal Department, Scaled Agile, Inc., 5400 Airport Road, Suite 300, Boulder, Colorado 80301.
After SAI receives Notice, you and SAI may attempt to resolve the claim or dispute informally. If you and SAI do not resolve the claim or dispute within thirty (30) days after SAI receives Notice, either party may begin arbitration proceedings.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”) under its then-current Consumer Arbitration Rules (“Rules”). The Rules, and instructions on how to file an AAA proceeding, appear at https://adr.org/
Time Limits. If you or SAI pursue arbitration, the arbitration action must be initiated and/or demanded within the applicable statute of limitations and within any deadline imposed under the Rules for the pertinent claim.
Enforceability. If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue identified in Section 11(a) shall govern any claim.
Survival. This Arbitration Agreement will survive termination of the Terms and your access to the Site.
13. General
Data Processors. SAI engages third party processors to provide the necessary hardware, software, networking, storage, and related technology to run the Site. You may learn more about these data processors in SAI’s Privacy Notice and Policy available at https://www.scaledagile.com/privacy-policy/.
Export. The Site may be subject to U.S. and international export control laws. You agree to comply with all applicable export control laws, and you shall not export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from SAI, or any products utilizing such data, in violation of such export laws or regulations.
Entire Terms. These Terms constitute the entire agreement between you and SAI regarding the use of the Site. SAI’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable for any reason, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed deleted. The parties shall negotiate in good faith to agree a replacement provision that accomplishes the intention of the parties to the fullest extent possible.
Contact SAI If you have questions about these Terms or use of the Site, please visit SAI’s Contact Us page: https://www.scaledagile.com/contact-us/.