Terms of Use

Welcome to ToolSpring! ToolSpring is an online marketplace for applications, plugins and extensions (“Tools”) that are designed to interoperate with various Developer and DevOps products (“ToolSpring Platforms”).

Use of ToolSpring is governed by these ToolSpring Terms of Use (“Terms of Use”), which form a legally binding agreement between you (defined in Section 1.1) and ToolSpring Pty Ltd, an Australian corporation (ACN 644 011 405) (“ToolSpring” or “we”).

By placing an Order for a Tool, or accessing or using ToolSpring, you indicate your assent to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not place an Order or use or access ToolSpring.

1. Introduction

1.1. Who are You? Because all Tools available through ToolSpring are designed for use with ToolSpring Platforms, in these Terms of Use, “you” refers to the ToolSpring customer (e.g., person or entity) who holds a license or subscription to the ToolSpring Product with which the Tool will be enabled or used. That ToolSpring customer is fully responsible for compliance with these Terms of Use by anyone using ToolSpring or placing Orders on its behalf. Any person using ToolSpring or placing an Order on behalf of a ToolSpring customer is binding that ToolSpring customer to these Terms of Use. These Terms of Use also apply to you if you are browsing ToolSpring or leaving a review.

1.2. Types of Tools. Some Tools are made available at no charge, and others require payment of fees. The listing for each Tool will identify the provider of the Tool (“Publisher”), which will be a third party, who create, own and are responsible for their own Tools as further described in these Terms of Use. In all cases, you may only use Tools with the ToolSpring Platforms with which they are designed to be used (as identified in the Tool's listing).

1.3. Finding Tools and Placing Orders. We want it to be easy to find great Tools throughout your ToolSpring experience. Therefore, “ToolSpring” includes https://www.toolspring.com and any other webpage, application, interface, service or in-product experience at which we make available or list Tools (such as our ToolSpring Plugin for Jenkins). Likewise, when we refer to “Orders”, that includes any order, purchase, installation, trial, download or enablement of a Tool (including renewals and upgrades), whether through ToolSpring, ToolSpring Platforms or other processes or interfaces we make available. All Orders are subject to these Terms of Use.

1.4. ToolSpring Policies. Your Orders and use of ToolSpring are also subject to ToolSpring’s FAQs and posted policies, as may be modified from time to time (“ToolSpring Policies”), which are incorporated into these Terms of Use.

2. Your Orders

2.1. Order Details. Your Order will identify the Publisher, your authorized scope of use of the Tool (such as the platform or number of seats) and license or subscription term, as applicable. Once you complete your Order, ToolSpring will provide you with access to the applicable Tools, including any relevant license or access keys, as described in ToolSpring Policies.

2.2. Paid Tools. To receive access to paid Tools, you must pay ToolSpring the fees, including all taxes, indicated at the time of your Order. Terms for renewals, including pricing, will be described within the Tool's listing on ToolSpring (or if different, your Order). You can disable renewals by visiting link text (but you will not receive any refunds except as described in Section 2.3). For any Tool, you acknowledge and agree that ToolSpring is the Publisher’s commercial agent and that you are required to make any related payments directly to ToolSpring (and your sales contract with ToolSpring includes these Terms of Use and the applicable Order). However, after you complete your Order, your usage of any Third Party Tools will be governed by the applicable Publisher Terms, as described in Section 3.

2.3. Return Policy. Returns and refunds of ToolSpring Tools are governed by the ToolSpring Terms, as defined in Section 3.1(b). You have thirty (30) days from the date you place your Order to cancel your Order and return the App. If you cancel your Order of a Tool within this 30-day period, ToolSpring will refund the amount you paid for the applicable Tool, and you must cease using the Tool and delete any copies of the Tool in your possession. Except as expressly provided in this Section 2.3, all Orders are non-cancelable and non-refundable.

2.4. Trial Periods. ToolSpring may offer free trial periods for Tools. After expiration of the trial period, if you do not place an Order for the App, the Tool will cease to function and you must cease using and delete your copies of the Tool and any related license or access keys.

3. Use of Tools

3.1. Publisher Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms of Use, usage of Tools is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Publisher (“Publisher Terms”). Publisher Terms are typically included on the Tool's listing page or presented through the Order process. You may not use a Tool if you do not agree to the relevant Publisher Terms.

By ordering, installing or enabling any Tool, you are entering into the Publisher Terms directly with the applicable third party Publisher. ToolSpring is not a party to, or responsible for compliance with, any third party Publisher Terms, and does not guarantee any third party Publisher Terms are adequate for your own needs. Please see Section 4 (Data Collection and Sharing) for additional information about how third party Publishers use your data.

3.2. Support and Maintenance. Any support and maintenance of Third Party Tools will be provided by the applicable Publisher via the ToolSpring Support Portal and only to the extent described in the applicable Publisher Terms. ToolSpring is not responsible for any support and maintenance for Third Party Tools, and a Publisher’s failure to provide any support or maintenance does not entitle you to any refund.

3.3. Reservation of Rights. Except for the rights explicitly granted to you in these Terms of Use and in the Publisher Terms for each Tool, all right, title and interest (including intellectual property rights) in ToolSpring are reserved by ToolSpring, and all right, title and interest (including intellectual property rights) in the Tools are reserved and retained by their respective Publishers and licensors. Tools are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in ToolSpring or the Tools.

4. Data Collection and Sharing

4.1. Order Information. If you order a Tool through ToolSpring, ToolSpring will provide the Publisher with the information you provide in completing the order, such as your name, company name (if any), addresses (including e-mail address) and phone number.

4.2. Third Party Publisher Use of Data. As referenced in the ToolSpring Terms, if you place an Order for Tools, you authorize Publishers to access or use certain data in the applicable ToolSpring Platforms. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Publisher or third party systems. Any third party Publisher’s use of accessed data (whether data in the ToolSpring Platforms or separately collected from you or your device) is subject to the applicable Publisher Terms. ToolSpring is not responsible for any access, use, transfer or security of data or information by third party Publishers or by third party Tools, or for the security or privacy practices of any third party Publisher, third party Tool or their processors. You are solely responsible for your decision to permit any third party Publisher or third party Tool to access or use data to which you’ve granted access. It is your responsibility to carefully review the Publisher Terms, as provided by the applicable third party Publisher.

4.3. ToolSpring Use of Data. Any data that ToolSpring collects from you based on your use of ToolSpring and your Orders, is subject to the ToolSpring Privacy Policy.

4.4. Analytics and Usage Data. In addition, you authorize the Publisher and ToolSpring to collect and use technical data and related information (including technical information relating to your device, system, and the App), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the Tool. Publisher and ToolSpring may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to ToolSpring, ToolSpring).

5. Reviews of Tools

ToolSpring allows users to post reviews (e.g., a star rating) of Tools and to post comments on your or other users’ reviews.

5.1. User Names Displayed. Reviews and comments are posted under the name and profile of the user submitting the content (as listed in their ToolSpring account). Users who do not want their names or other profile information (such as profile photographs) to appear may not post reviews or comments on ToolSpring.

5.2. Rules for Reviews. All reviews and comments must comply with ToolSpring’s Acceptable Use Policy and the terms below. To make your reviews and comments useful to others:

• Reviews must be made in good faith after reasonable evaluation of the relevant Tool.

• Users may post only one review per Tool, unless the latter review reflects a good-faith rating change based on further evaluation. Any modified reviews will be marked as “edited”.

• You (including anyone acting on your behalf) may not review or comment on your own Tool, a Tool owned by a company you work for, or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directed to you within the reviews or comments section of your Tool listing.

• A Review must evaluate the Tool itself and not be an evaluation of the underlying product or platform with which the Tool integrates or functions.

• Reviews or comments unrelated to the relevant Tool are prohibited – for example, discussing ToolSpring’s employees, policies or business, or those of other companies, or unrelated products or services.

5.3. ToolSpring Rights. ToolSpring reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on ToolSpring. ToolSpring does not claim ownership of the content of reviews or comments you post on ToolSpring. However, you hereby grant ToolSpring a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicenseable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.

6. Your Responsibilities

6.1. Representations and Warranties. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority (i) to enter into and be legally bound by these Terms of Use, (ii) to place any Orders, and (iii) and to authorize Publishers to access and use your data and information as described in Section 4, all without violation of any other agreements or policies.

6.2 Compliance with Law and Reservation of Rights. You must use ToolSpring and Tools in compliance with all applicable laws.

6.3. Indemnification. You agree to indemnify, defend (at ToolSpring’s request) and hold ToolSpring, its affiliates, and its and their officers, agents and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of your violation of these Terms of Use or the applicable Publisher Terms, your violation of any rights of a third party, or any content you submit to or publish on ToolSpring. You may not settle any such claim without ToolSpring’s prior written consent.

7. Term and Termination

7.1. For Cause. Your rights hereunder will automatically terminate upon your failure to comply with any of the provisions in these Terms of Use. In case of such termination, you must cease all use of ToolSpring, and ToolSpring may immediately revoke your access to ToolSpring without notice to you and without refund of any purchases.

7.2. Discontinuation of ToolSpring. ToolSpring may terminate these Terms of Use without notice to you if ToolSpring, in its discretion, discontinues ToolSpring.

7.3. Effect on Tools. If these Terms of Use terminate, your rights to use any previously obtained Tools will survive in accordance with the applicable Publisher Terms.

7.4. Survival. The following Sections will survive any termination or expiration of these Terms of Use: 3.1(b) (ToolSpring Terms) (if applicable for continued use of ToolSpring Tools), 3.3 (Reservation of Rights), 4 (Data Collection and Sharing), 5.3 (ToolSpring Rights) and 6 (Your Responsibilities) through 10 (General).

8. Important Disclaimers and Limitations of Liability

8.1. Third Party Tools. The Tools in ToolSpring are provided by parties other than ToolSpring. Publishers are solely responsible for their Tools and any related content or materials included in their Tools. ToolSpring has no liability or responsibility whatsoever for any Third Party Tools, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if ToolSpring is hosting such Tool. These disclaimers apply even if a Tool complies with ToolSpring’s guidelines for Third Party Tools, and even if ToolSpring has reviewed, certified, or approved the Third Party Tool. Any use of Third Party Tools is at your sole discretion and risk. Publishers are solely responsible for ensuring that any information they submit in connection with any Tool is accurate, complete and correct, and ToolSpring is not responsible for the standards or business practices of any third party Publisher (whether support, availability, security or otherwise). You should always independently verify that any Third Party Tools or Publisher business practices meet your needs. In addition, ToolSpring is not responsible for any third party websites to which ToolSpring links or their terms of use or privacy policies. You should use your discretion when visiting third party websites.

8.2. Removal of Tools. At any time, ToolSpring may remove a Tool from ToolSpring in accordance with its applicable policies, and Publishers may also update, modify or remove their own Tools at any time.

8.3. Interoperability. ToolSpring makes no guarantee that any Tools will work properly with ToolSpring Platforms or that Tools will continue to work with ToolSpring Platforms as they change over time. Some Tools rely on hosted or cloud services provided by the Publisher or third parties, and these Tools may not function properly or may become inoperable if those services are discontinued.

8.4. Disclaimer of Warranties. To the maximum extent permitted by law, ToolSpring offers ToolSpring and all Third Party Tools “AS IS” and “AS AVAILABLE”, and ToolSpring hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to ToolSpring or this Agreement. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law.

8.5. Limitations of Liability. To the maximum extent permitted by law, in no event will ToolSpring be liable for any direct, indirect, consequential, special, exemplary, punitive or other liability related to ToolSpring or any Third Party Tools, including for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business or costs of delay. If the foregoing disclaimer of direct damages is not enforceable at law for any reason, in no event will ToolSpring’s aggregate liability to you under these Terms of Use exceed the greater of (1) the amount you paid to ToolSpring for the Third Party Tool related to your claim, or (2) fifty dollars (US$50).

8.6. Disclaimers and Limitations of Liability for ToolSpring Tools. Section 8.4 (Disclaimer of Warranties) and 8.5 (Limitations of Liability) do not alter the disclaimers or limitations of liability for ToolSpring Tools in the ToolSpring Terms, which continue to fully apply.

8.7. Basis of Bargain; Failure of Essential Purpose. ToolSpring entered into these Terms of Use relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and you agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.

8.8. ToolSpring Affiliates and Contractors. You acknowledge and agree that ToolSpring’s affiliates, contractors and service providers may exercise all rights of ToolSpring under these Terms of Use, and that all limitations of liability and disclaimers in these Terms of Use apply fully to and benefit ToolSpring’s affiliates.

9. Dispute Resolution; Governing Law

9.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms of Use, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms of Use pursuant to Section 9.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 9.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

9.2. Governing Law; Jurisdiction. These Terms of Use will be governed by and construed in accordance with the applicable laws of the state of New South Wales, Australia, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms of Use must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the relevant court in Sydney, New South Wales, Australia, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Sydney, New South Wales, Australia, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.

9.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 9.1 (Informal Resolution) and 9.2 (Governing Law; Jurisdiction), nothing in these Terms of Use will prevent ToolSpring from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

9.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms of Use. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms of Use regardless of when or where adopted.

10. General

10.1. Changes to Terms. ToolSpring may modify these Terms of Use at its sole discretion by posting the revised terms on ToolSpring. You may be required to click to agree to the modified Terms of Use in order to continue using ToolSpring, and in any event your continued use of ToolSpring (including any future Orders) after the effective date of the modifications constitutes your acceptance of the modified terms. For clarity, the version of these Terms of Use in place at the time of your Order will apply for purposes of that Order. Except as provided in this Section 10.1, all changes or amendments to these Terms of Use require the written agreement of you and ToolSpring.

10.2. Reporting Copyright and Trademark Violations. If you believe that any content in ToolSpring violates your copyright, please follow the process described at Reporting Copyright and Trademark Violations.

10.3. Contact Information. For communications concerning these Terms of Use (other than copyright and trademark concerns covered in Section 10.2), please write to legal@toolspring.com. ToolSpring may send you notices through your ToolSpring account or to your email address that is on file with ToolSpring.

10.4. Entire Agreement. These Terms of Use constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter. For clarity, this does not limit the Publisher Terms, which apply in accordance with Section 3 above.

10.5. Interpretation. If any provision of these Terms of Use is held invalid by a court with jurisdiction over the parties to these Terms of Use, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Use will remain in full force and effect. ToolSpring’s failure to enforce any provision of these Terms of Use will not constitute a waiver of ToolSpring’s rights to subsequently enforce the provision. In these Terms of Use, headings are for convenience only and terms such as “including” are to be construed without limitation.

10.6. Assignment. You may not assign or transfer these Terms of Use. ToolSpring may freely assign, transfer and delegate its rights and obligations under these Terms of Use.

10.7. No agency. Nothing in these Terms of Use or any Order is intended to, or shall be deemed to, make ToolSpring your agent, or authorize ToolSpring to make or enter into any commitments for you or on your behalf.

10.8. Export Laws and Regulations. You may not use or otherwise export or re-export the Tools except as authorized by Australian law and the laws of the jurisdiction in which the Tool was obtained. In particular, but without limitation, Tools may not be exported or re-exported (a) into any Australian or U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists. By using any Tool, you represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the Tools for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the Australian government.