Terms and Conditions

of Xmartlabs SRL (Xmartlabs) regarding the software Jared as of 04/2017.
1. Subject matter
1. The subject matter of this Agreement is the use of Jared. This Agreement regulates all relations between Jared and the customer regarding the use of Jared.
2. Jared communicates with the GitHub hosting service which is offered by GitHub Inc. Condition to the proper use of Jared is a valid contract with GitHub Inc. on the use of GitHub which may lead to costs on the customer’s sole responsibility. The customer will allow Jared to access the GitHub repositories the customer chooses. The customer is solely liable for any costs or damages that GitHub Inc. associates with this communication.
2. Scope of services
1. Xmartlabs provides Jared as a service. This means, that Jared may be used via the internet only.
2. Jared is a hosted service that provides the infrastructure for updating software projects dependencies. The functional range of the service is dependant on the package the customer chooses.
3. Jared is integrated with GitHub and offers support for Android repositories.
4. No consultancy, training, trouble shooting or support is within the scope of the services offered by Jared under this Agreement.
3. Obligations of the customer
1. The customer must not interfere or intent to interfere in any manner with the functionality or proper working of Jared.
2. The customer will indemnify and hold harmless Jared, its officers and directors, employees and agents from any and all third party claims, damages, costs and (including reasonable attorneys fees) arising out of the customer’s use of Jared in a manner not authorized by this Agreement, and/or applicable law, or the customer’s or it’s employees’ or personnel’s negligence or willful misconduct.
4. Downtime and services suspensions
1. Adjustments, changes and updates of Jared that help to avoid or maintain dysfunctions of the software may lead to temporary service suspensions. Jared will try to limit downtime of the service or restrictions of accessibility to 10 hours a month. Jared will try to do regular maintenance works during the weekend or at times between 10 p.m. and 6 a.m. (CET).
2. The customer is aware that the service relies on a working internet infrastructure. Additional downtime of the service can occur, if the website is not available and at any other time with restrictive access to the internet.
3. The customer is aware that Jared does not work if GitHub is not properly available (be it to Jared or the customer).
5. Rights to use
1. The customer is granted a limited, non-exclusive, non-transferable, non-sublicenseable right to use Jared as software as a service via the internet.
2. The customer is not granted any additional right to the Software or any other intellectual property of Jared. This especially means that the customer shall not be entitled to make copies of the Software. The customer shall not translate the program code into other forms of code (decompilation) or employ other methods aimed at revealing the Software’s code in the various stages of its development (reverse engineering).
3. The customer is not entitled to remove or make alterations to copyright notices, serial numbers or other features which serve to identify the Software.
6. Warranty
1. Defects in the supplied Software shall be remediated within a reasonable time following a detailed notification of such defect being given to Jared by the customer.
2. For the purpose of remedying defects, Jared may choose to replace the defective Software with a version of the Software which is free of defects.
3. Unless Jared fails to repair or replace the Software, the right of the customer to terminate the contract due to an inability to use the Software shall be excluded.
4. The limitation period for all warranty claims shall be 12 months commencing with the first coming to show of the defect.
7. Liability
1. The pre-contractual, contractual and non-contractual liability of Jared is limited to cases of intent and gross negligence.
2. In cases of ordinary negligence Jared’s liability shall be limited to the breach of contractual obligations which are Cardinal Obligations. Cardinal Obligations are those obligations for which due fulfillment is essential to the proper implementation of the contract as a whole, and the contractual partner may depend upon their fulfillment.
3. Furthermore, the amount of damages shall be limited to those losses which are generally foreseeable in connection with the supply of the Software.
4. The above limitations of liability shall also apply where Jared is vicariously responsible for its employees and agents.
5. The limitations of liability in the section 7 shall not apply to liability resulting from injury to the life, body or health of a person or under the German Product Liability Law.
6. Any claims for damages by the customer relating to defects in the supplied Software shall be subject to a limitation period of 12 months. This does not apply to defects which have been intentionally concealed by Jared.
8. Data protection and confidentiality
1. Jared stores Account Data about the customer. This data may be shared with third parties if those are assigned by Jared to handle accounting, payment or other internal processes.
2. Jared uses web tracking to store and analyze the customer’s interacting with the Website. The customer agrees to this form of monitoring, tracking and storage. Jared may also store monitoring and statistical data about the customer’s usage of Jared and GitHub and information about the software tested. These data may be – anonymized – published by Jared to the public.
3. Jared may inform the public about the customer using Jared and Jared’s services including a rough description of the usage for marketing and public relation purposes. The customer agrees to appear in Jared’ reference lists including any name, trademark or logo of the customer. This includes, but is not limited to, descriptions on the Website, any other Jared websites, presentations, presentation material, press announces.
9. Term and Termination
1. The Agreement runs for an indefinite time and will remain in effect until terminated by one of Parties in accordance with this section 11.
2. The Parties may terminate this Agreement for any or no reason at their convenience with a 30 day notice to the end of each month. Termination may be issued in writing or by using the provided account closing mechanism, if provided by Jared.
3. In addition each Party’s right to terminate this Agreement for a good cause remains unaffected. A good cause for termination of the Agreement by Jared shall include, but is not limited to, the following:
a serious breach of the obligations arising from this Agreement by the customer;
a default in payment of the customer with an amount that equals at least the compensation of two month;
an attempt a denial of service attack on any of the Services by the customer or any attempt to hack or break any security mechanism on any of the Services;
determination that the customer’s use of the Services poses a security or service risk to Jared, or to any user of services offered by Jared;
a major change in the working of GitHub that makes it unreasonable for Jared to adapt Jared accordingly;
a major change in the co-operation of GitHub and Jared that makes the further offering of Jared unreasonable for Jared;
an application for the initiation of insolvency proceedings concerning the customer, as well as the refusal to open insolvency proceedings for lack of assets, or the issue of a declaration in lieu of an oath, or any similar proceedings.
10. Disputes, Applicable Law, Notices
1. This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by laws of the State of California.
2. The parties agree that the courts of the seat of Jared shall have exclusive jurisdiction to settle any dispute arising out of this Agreement, and so far this is permitted by law.
3. Notices made by Jared to the customer may be posted on the Website and/or send to the email-address specified by the customer when registering or to any updated email-address the customer provides. Notices to Jared must be directed to [email protected] and/or Xmartlabs, Cassinoni 1011, Montevideo, Uruguay.
4. The official text of this Agreement and any annexes attached here to and any notices given here shall be in English.
11. Final provisions
1. This agreement, together with any documents referred to in it, or expressed to be entered into in connection with it, constitutes the whole agreement between the Parties concerning the subject matter of this Agreement.
2. The customer may set off only legally, binding and recognized claims. The rights and obligations arising from this Agreement are generally not transferable. However Jared may transfer this Agreement with all rights and obligations to a company of its choice.
3. If any provision of this agreement is or later becomes invalid, or contains omissions, the validity of the other provisions shall remain unaffected. The parties shall agree upon a new provision, which shall resemble the invalid provision as closely as possible in purpose and meaning considering the interests of the parties and the legal regulations, to replace the invalid provision. In the event of an omission in the agreement, a provision shall be agreed upon which shall correspond with that which would have been agreed, pursuant to the purpose and meaning of the agreement, if the matter had been considered by the parties when the agreement was formed.
4. These General Terms and Conditions may be modified by Jared at any time. Jared will inform the customer via email that these General Terms and Conditions have altered without necessarily including the new version or alteration in this email. If the customer does not expressly disagree in writing within a month from the notification of change this is deemed to be his acceptance of the change. The customer will expressly be informed about this circumstance and the significance of his silence in the notification of change.