Last updated on August 7, 2017
a.) PullRequest, Inc., (“PullRequest” or “we”), provides its Service (as defined below) to you through its website located at pullrequest.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
b.) PullRequest may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time via pullrequest.com. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services.
c.) As part of the registration process, you will identify an administrative username and password for your account (“Account”).
The “Service” includes: (a.) the Site; (b.) PullRequest’s software-as-a-service platform for reviewing software code; (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”) and (d) access to PullRequest’s on-demand network of code review experts. Any new features added to or augmenting the Service are also subject to this TOS.
The Service is currently being provided to you for evaluation purposes only.
a.) Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to PullRequest. The structure, organization, and source code of the Site are the valuable trade secrets and confidential information of PullRequest. The structure, organization, and source code of the Site is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Customer any intellectual property rights in the Software. All rights not expressly granted are reserved by PullRequest and its suppliers. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices PullRequest provides you or publishes in connection with the Service, and you shall promptly notify PullRequest if you learn of a security breach related to the Service.
b.) Any software that may be made available by PullRequest in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, PullRequest hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by PullRequest for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of PullRequest or any third party is granted to you in connection with the Service.
c.) You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).
d.) You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. PullRequest reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant PullRequest a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content solely to provide the Services. PullRequest has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that PullRequest may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
e.) You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to PullRequest’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. PullRequest will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
f.) You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in PullRequest’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
g.) You hereby grant PullRequest a non-exclusive, royalty free license to use any of Your marks, names, logos, slogans or designations in connection with the sale, lease or advertising of any of its products or services on any forms, websites, sales, advertising or promotional materials. PullRequest agrees that it will not: i) use Your marks, names, logos, slogans or designations in any manner likely to diminish their commercial value; (ii) knowingly use any marks, names, logos, slogans or designations likely to cause confusion with Your marks, names, logos, slogans or designations; (iii) make any representation to the effect that the marks, names, logos, slogans or designations are owned by PullRequest rather than by You; (iv) challenge either the validity or Your ownership of any trademark rights associated with the marks, names, logos, slogans or designations; or (v) attempt to register, register or own in any country: a) Your marks, names, logos, slogans or designations; b) any domain name incorporating in whole or in part Your marks, names, logos, slogans or designations or c) any name, domain name, keyword or mark confusingly similar to Your marks, names, logos, slogans or designations.
h.) The failure of PullRequest to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and PullRequest, even though it is electronic and is not physically signed by you and PullRequest, and it governs your use of the Service.
i.) Subject to the terms hereof, PullRequest may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
You represent and warrant to PullRequest that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow PullRequest to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and PullRequest’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
PullRequest reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. PullRequest reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. However, all accrued rights to payment shall survive termination of this TOS.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by PullRequest or by third-party providers, or because of other causes beyond our reasonable control. However, the Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and PullRequest expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that PullRequest does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from PullRequest or through the Service shall create any warranty not expressly stated in this TOS.
a.) However, the Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and PullRequest expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that PullRequest does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from PullRequest or through the Service shall create any warranty not expressly stated in this TOS.
b.) To the maximum extent permitted by law, PullRequest shall have no liability for damages of any kind (including, without limitation, indirect, special, incidental, consequential or tort damages, lost profits or lost data) in connection with this TOS, even if PullRequest has been advised or is aware of the possibility of such damages. PullRequest’s aggregate liability in connection with this TOS shall be limited to the amount paid for the Service, if any.
c.) Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, PullRequest’s liability will be limited to the greatest extent permitted by law.
You shall defend, indemnify, and hold PullRequest harmless from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. PullRequest shall provide notice to you of any such claim, suit or demand. PullRequest reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting PullRequest’s defense of such matter.
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by PullRequest on your Equipment (if applicable) are “commercial items” and according to DFAR section 227.7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
Any controversy or claim arising out of this TOS will be settled by final and binding arbitration. The arbitration will take place in San Francisco, California. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules.
(a) Confidentiality. All aspects of the arbitration, including without limitation, the record of the proceeding and any award or findings by the arbitrator, are confidential and shall not be open to the public except: (1) to the extent the parties agree otherwise in writing, (2) as may be appropriate in any subsequent proceedings between the parties, or (3) as may otherwise be appropriate in response to a governmental agency or legal process, provided that the party upon whom such process is served shall give immediate notice of such process to the other party and afford the other party an appropriate opportunity to object to such process.
(b) Costs. You and PullRequest will share the costs of arbitration equally. Each party will be responsible for its own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award. Injunctive relief and other provisional remedies will be available in accordance with Section 1281.8 of the California Code of Civil Procedure.
(c) Class, Collective and Representative Action Waivers. To the fullest extent permitted by law, and notwithstanding anything else in this Agreement, you and PullRequest agree that any Claims brought against PullRequest (or one of its parents, subsidiaries or affiliates), by you or on your behalf shall be decided by the arbitrator on an individual basis and not on a class, collective or representative basis. Accordingly, class, collective and representative actions are not permitted under this TOS. The arbitrator shall not have the authority or jurisdiction to hear the arbitration as a class, collective or representative action or to join or consolidate causes of action of different parties into one proceeding. To the fullest extent permitted by law, you and PullRequest agree that you have waived, to the maximum extent possible, any of your rights to bring or participate in class, collective or representative actions with respect to any claims.
(d) Discovery and Motions. Except upon a substantial showing of good cause, discovery will be limited to the exchange of relevant documents and three depositions per side. Upon request, either party shall be entitled to receive, prior to the final hearing, information and copies of documents that meet the criteria for discovery. Any dispute relative to discovery shall be presented to the arbitrator for final and binding resolution. The arbitrator will have the authority to hear and grant motions, including but not limited to motions for summary judgment and summary adjudication.
(e) Decision. The arbitrator shall issue a final and binding and shall contain the essential findings of fact and conclusions of law on which the decision is based. Judgment upon the award may be entered, and enforcement may be sought, in any court of competent jurisdiction.
(f) Determination of Arbitrability. The federal or state court with jurisdiction over a party’s Claims, and not the arbitrator, shall have the exclusive authority and jurisdiction to resolve any issue relating to the formation or enforceability of this Agreement, or any issue relating to whether a Claim is subject to arbitration under this Agreement. You and PullRequest agree submit to the jurisdiction of the federal or state courts for these purposes.
You may not assign this TOS without the prior written consent of PullRequest, but PullRequest may assign or transfer this TOS, in whole or in part, without restriction.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS and any Additional Terms as applicable, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind PullRequest in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by PullRequest in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California or the purpose of resolving any dispute relating to your access to or use of the Service.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. PullRequest will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to PullRequest’s Copyright Agent at email@example.com (subject line: “DMCA Takedown Request”).
You may also contact us by U.S. mail at:
PullRequest, Inc. Attention: Copyright Agent 720 Brazos Street, Suite 1200 Austin, TX 78701
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, PullRequest has adopted a policy of terminating, in appropriate circumstances and at PullRequest’s sole discretion, members who are deemed to be repeat infringers. PullRequest may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.