1. The following Terms of Service together with any other operating rules, policies and procedures that may be published on NIA's website https://niaintelligence.com/ ("the Website") including without limit NIA's Privacy Policy (collectively hereinafter referred as the "Agreement") govern all use of the Website and NIA's services and/or mobile applications ("the Services"), including NIA's Intelligence Platform ("the Product").
2. Please read these Terms of Service carefully before accessing or using the Product or any of the Services. By accessing or using any part of the Product or the Services you agree to become bound by these Terms of Service. If you do not agree to these Terms of Service in full and without modification, then you may not access or use the Product or the Services.
3. The Product and the Services are owned and operated by New Angle Consulting LTDA. - a company duly registered and existing under the laws of the Republic of Brazil, with company number (CNPJ) 33.047.559/0001-26 and seat and registered address in Brazil, 54, Pc Santa Terezinha, Vila Azevedo, São Paulo, building A, ap. 164 ("NIA").
4. The Agreement shall be applicable to the use of Product or other Services on a trial basis as well. The Agreement shall not be applicable to the use of products and services of third parties (such as Trello, Asana, Jira, Azure DevOps, ZenHub), which use is settled through separate terms of use, agreements, policies, etc.
5. By using the Product and Services, you acknowledge and agree that the Website and any downloadable software associated with the Product or Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
6. When implementing and interpreting the Agreement, the terms used in it shall have the following meanings:
a. "Platform" referred to herein means an online collaboration tool for management and organization of projects onto boards (for example, Trello, Asana, Jira, Azure DevOps, ZenHub, etc.), which could be synchronized with the Product by the use of the functionalities available in the Product.
b. "User Content" or "Content" means information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by the User on or through the Services.
c. "User/Account Owner” refers to any individual or legal entity who have signed-up for a free trial or a paid subscription plan of the Product and created a NIA Account. In case where in the subscription form is specified the name of a legal entity, it shall be considered that this legal entity is the Account Owner (the User) and the individual who is registering a NIA Account is duly authorized to represent that legal entity and to agree to the Terms of Service and subscribe to NIA’s Services on behalf of such entity.
d. “Sub-user/s” refers to any individual who is authorized with an invitation by the Account Owner to act and use the Account on behalf of the Account Owner. Based on the settings chosen by the Account Owner for each Sub-user, the Sub-user may be able to: - 1) manage billing (perform the initial subscription of an Account, change the subscription plan, change billing details and payment methods); 2) manage dashboards; modify and manage the User Content in the Account, 3) create dashboards (contribute e.g. to sync and make accessible the Account Content from different Platforms) and/or 4) manage users (to authorize other sub-Users to perform all of the enlisted activities on behalf of the Account Owner, including to grant access to the Content in the Account to other individuals), as well as to restrict authorizations for other Sub-Users and the Account Owner and to remove Sub-Users from the Account. Each Sub-User has full access to the entire Content in the Account. Any action performed by the Sub-User in the Account shall be considered action performed on behalf of the Account Owner. All Sub-Users shall be considered to access the Account and the User Content and use the Services only on behalf of the Account Owner.
e. "NIA Account" or "Account" means an account in the Product which the User creates when signing up for the Product. By creating a NIA Account, the User authorizes NIA to sync the Account in the Product with the User’s Platform data as per the settings the User chooses in the Product.
f. "Platform User" means any person who has been authorized to access boards which are synced with the Product in the User's Account and use available Platform features thereon (such as assigning cards, posting comments, etc.).
g. "Malicious activities" are actions or inactions that violate the Internet ethics or inflict damages on persons who are connected to the Internet or associated networks; the sending of unwanted messages (unsolicited commercial messages, SPAM, JUNK MAIL); channel overflow (FLOOD); getting access to resources based on other people's rights and passwords; the use of information systems' shortcomings for personal benefit or for the obtaining of information (HACK); identity change; the performance of actions that could be qualified as industrial espionage or sabotage; the damaging or destruction of information systems or information databases (CRACK); the sending of "Trojan horses" or causing the installation of viruses or remote control systems; disturbing the normal work of other Internet and associated networks' users; the performance of any acts that could be qualified by the Brazilian or any other legislation as criminal or administrative infringements.
h. "Accidental event" is an unforeseeable overwhelming event or action unpredictable at the time of contract's signing, which is not due to the guilty behavior of NIA and which makes the provision of the Services impossible.
7. NIA's Intelligence Platform, syncs (integrates) with the Platforms' API and generates visualizations through the creation of cycle time breakdown charts, lead time scatterplots, throughput column charts and others associated with the Platforms’ boards by accessing, syncing and displaying information available within the respective Platform’s account as well as information related to the use of the Platform’s features. The setup and use of the Product requires the existence of a valid Platform account and Platform login credentials and depends on the Platform settings of the respective Platform account.
8. In order for the User to sign-up and get access to the Product, the User shall create a NIA Account. At the time of the creation of the Account, the User shall accept the present Terms of Service. By signing up for using the Product and accepting these Terms of Service, the User is deemed to enter into a contractual relation with NIA.
9. Sub-users can get access to the Product only upon accepting the present Terms of Service. By accepting these Terms of Service, the Sub-user undertakes to observe them, while using the Product and shall be considered contractually bound to observe the mandatory rules for the use of the Product specified in these Terms of Service.
10. To use the Product, the User shall authenticate to a Platform using their credentials and provide, through the Platform, an authorization to NIA to access certain types of data within their Platform account. In case of a successful authentication, the Platform sends an authorization token which shall allow NIA to sync the NIA Account of the User with the respective Platform account/s and data of the User through the Product. Тhe Product could also be used without synchronization with a Platform, in which case the process described above does not apply and the User uploads the Content manually to start using the Product.
11. After sign-up and for the whole period of the subscription, NIA could send product-related announcements and information to the emails associated with the User's Account. These announcements include on-boarding communications with respect to the sign-up to the Product, email notifications for certain events related to the sign-up and use of the Product, incl. good practices on how to optimize the use of the Product.
12. Subject to these Terms of Service, upon subscription for use of the Product, NIA shall provide the User with a non-exclusive, non-transferable right to use the Product solely for their internal business operations.
13. In case of any unauthorized uses of the Account or any other breaches of security the User must immediately notify NIA. NIA will not be liable for any acts or omissions by the User, including any damages of any kind incurred as a result of such acts or omissions.
14. The User can access the Product either through the Website or through a generated URL for direct access to the Product graphs/visualizations.
15. The number of the Platform Users as well as their activities within the User's Platform boards (moving cards, assigning cards, posting comments, etc.) depend on the User's Platform board settings.
16. While using the Product the User shall not access, store, distribute or transmit any viruses, materials or content which:
16.1. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitate illegal activity;
16.2. depict sexually explicit images;
16.3. promote unlawful violence;
16.4. are discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
16.5. are otherwise illegal or cause damage or injury to any person or property.
17. The User may sync (e.g. access, integrate/synchronize and display) with the Product only Platform accounts which the User possesses and/or is entitled to use in such a manner.
18. In case of a breach to the provisions stipulated under item 17 above, NIA reserves the right, without liability or prejudice to its other rights, to disable the respective User's access to the Product.
19. NIA cannot and will not be held liable for any loss or damage arising from a failure of the User to comply with the present section and the Agreement as a whole.
20. Upon signing up, NIA may provide the User with a 15-days free trial period. During the trial period, the User has the right to discontinue at User’s own discretion the use of the Product without owing any compensation or penalty and without stating any reason.
21. Upon expiration of the free trial period, in case the User has not canceled its subscription prior to the expiration date, NIA will assume the User wishes to continue to use the Product for a remuneration. The User may also subscribe for a paid use of the Product before the expiration of the free trial period.
22. While subscribing for a paid use of the Product, the User shall select one of the three plans as well as a billing mechanism – annual or monthly. Information regarding the plans has been made available on the Website, at https://niaintelligence.com/.
23. Irrespective of the selected plan, the total amount due by the User for the use of the Product under the selected plan shall be based on the number of Platform projects that are synced with the Product plus the number of Sub-users allowed by the current plan in the User's Account. Once the number of allowed projects and Sub-users has been reached, NIA will notify the User offering an option to upgrade.
24. If a User transfers the subscription for a paid use of the Product to another plan, NIA will balance the billing in the following ways. An upgrade in plans will be effective immediately and the User shall be charged based on the remainder of the billing cycle. A downgrade in plans shall take effect at the end of the current billing period and the new amount shall be applied henceforth.
25. Payments shall be charged on a pre-pay basis at the moment of the purchase (subscription) and will provide the User with the right to use the Product for the period and amount of selected Platform projects plus the allowed amount of Sub-users indicated at the time of subscription.
26. All payments for the use of the Product will be charged from the payment card/PayPal details provided by the User at the time of the initial subscription. It is the User's responsibility to ensure that all bank card/PayPal details are accurate and kept up to date.
27. In case where the receiving due payment is rendered impossible through no fault of NIA, NIA reserves the right to disable the User's access to a portion of or all features of the Product until payment has been received.
28. All amounts and fees payable under the present Terms of Service shall be payable in US dollars or another currency as NIA shall stipulate. Amounts and fees paid under a monthly subscription plan are non-cancellable and non-refundable. Amounts and fees paid under an annual subscription plan are refundable, no questions asked, provided that the request for a refund is made by the Account Owner, or the Account Admin in case the Account Owner is a legal entity, within 30 calendar days following the renewal date.
29. The User may unsubscribe and discontinue the paid use of the Product by turning off the automatic renewal option within the Account. In such case NIA will suspend the Account after the expiration of the respective billing period and will permanently delete all information and data contained in the Account within 3 (three) months. During the 3-month period between the suspension of the Account and the permanent deletion of the Account and the Content therein, the User may subscribe again for a paid use of the Product which will allow the User to recover the Content in the Account in relation to the use of the Product before the suspension of the Account.
30. Each User shall have the right to withdraw, without owing any compensation or penalty and without stating the reason for such decision, of the remotely concluded Agreement within a 15-day period as from the date of the sign-up for the free trial period in accordance with item 20 above.
31. The User shall have the right to access and use the Product and Services provided that the User complies with the terms and conditions of the Agreement and provided that the User conforms with the specific requirements established by NIA for the use of the respective Product or Services.
32. The User and all Sub-users who are acting on the User’s behalf shall strictly abide by the terms set forth in the Agreement, including the present Terms of Service and NIA Privacy Policy.
33. The User shall ensure that all Sub-users abide by the terms set forth in the Agreement, including the present Terms of Service and NIA Privacy Policy.
34. The User shall secure the technical equipment, software, internet access and access to mobile phone service and mobile data transfer which the User needs to use the Product and Services.
35. When using the Product and the Services, the User shall commit and shall be responsible for all Sub-users, associated with the User’s Account:
35.1. to observe the Agreement and the applicable legislation;
35.2. not to infringe on other persons' proprietary or non-proprietary rights, including intellectual property rights;
35.3. to promptly inform NIA on any case of committed or established violation in the use of the Product and Services;
35.4. to provide, upon subscription and while using the Product and Services, true, accurate and complete information as required by NIA, the Agreement and the applicable legislation;
35.5. to use the Product and Services only for their intended purposes as described in these Terms of Service and within the Website;
35.6. not to perform any malicious actions.
36. NIA shall have the right at its own discretion and without giving any warning, to suspend or temporarily restrict User's access to the Product or Services, provided it is in possession of data or has doubts that the User is using the Product or Services in violation of the applicable legislation or the Agreement.
37. NIA is not obliged, nor has the objective possibility to control the way and/or the purposes for which the User uses the Product and Services. Furthermore, NIA is not being required to seek facts and circumstances indicating the performance of any illegal activity.
38. Should the User fail on any of the User’s duties referred to in item 36 hereinabove, NIA shall be entitled to suspend or forthwith cease, without advance notice, the provision of the Product and Services, or unilaterally terminate the Agreement with immediate effect and/or if illegal activities are suspected, to notify the competent authorities.
39. NIA shall commit itself to provide the User with Product and Services in compliance with the terms and conditions of the Agreement and the applicable legislation.
40. The User shall be responsible for the performance of the duties specified in section V hereinabove.
41. The User shall be solely responsible for the use of the User’s Account, including for any use of the said Account by Sub-users associated with this Account and any other third party.
42. The User shall indemnify NIA for all the damages and lost profits incurred by it, including all paid fines, lawyer's remunerations, and other expenses resulting from claims raised by third parties or compensations paid to third parties in relation to User's violation of User’s contractual duties and any document that constitutes an integral part of the Agreement. The User shall also cover all the damages caused by an infringement of User’s duties under the applicable legislation.
43. The User declares and agrees to use the Product and Services entirely at User’s own risk and responsibility and further declares and agrees that NIA shall not be held liable for eventual damages inflicted on the User during the said use, except when the said damages have been deliberately caused by NIA or have resulted from gross negligence on its part, unless explicitly specified otherwise by the law.
44. NIA shall not be liable to the User for damages occurring as a result of the User providing untrue, incomplete or inaccurate data.
45. NIA shall not be held responsible and liable for damages and/or lost profits caused:
45.1. due to the loss of data resulting from materials and resources which have been sought, uploaded or used in any way through the Product and/or the Services;
45.2. by User's untimely request or failure to send a request for the suspension / termination of the Product and/or Services;
45.3. by User's failure to perform on User’s contractual duties and any other document that is an integral part of the Agreement, nor shall NIA be held liable for any damages caused by User's non-performance on User’s duties under the applicable legislation.
46. NIA shall not be held responsible for the availability and quality of the services provided to the User by third parties, including, but not only, Trello, Asana, Jira, Azure DevOps, ZenHub (e.g. Platform service providers). Since the actions performed by these third parties are not controlled by NIA, NIA will not bear any responsibility for the unlawful nature of their activity, nor shall NIA be held liable for the emergence, guaranteeing, alteration or termination of any assumed obligations and commitments related to any goods or services offered by such third parties, nor shall NIA be held responsible for any damages and lost profits suffered as a result of these relationships.
47. NIA shall not be held responsible for the non-delivery of the Product or Services upon the occurrence of circumstances that are beyond its control, i.e. cases of Force Majeure, accidental events, problems with the Internet global network, the electronic communication systems and the provision of services beyond the control of NIA, nor shall it be held liable in the event of third parties gaining unauthorized access to the User's Account.
48. Matters related to personal data processing in relation to the provision of the Product and the Services are regulated by the Privacy Policy, which are an integral part of the Agreement.
49. NIA shall have the right to unilaterally amend the Agreement's terms and conditions and shall notify the User on each amendment, as required by the law.
50. In the event the User does not agree with the amendments, the User may renounce the Agreement without stating a reason and without owing any compensation or default. In this particular case, the Agreement shall be automatically terminated upon NIA's receipt of the User's notice referred to in item 52 herein below, unless NIA has explicitly indicated a possibility for the continuous use of the Product or Services under the terms and conditions that have been valid prior to the said amendment. This rule shall not be applied in those cases where the amendment to the contractual terms and conditions is the result of changes in mandatory rules of the applicable legislation or an order or instruction issued by a competent authority.
51. The User may exercise the right under item 50 hereinabove by making a statement to NIA within one month after the date of the notification referred to in item 49 hereinabove. Should the User fail, within the aforementioned period, to give notice of disagreement with the amendments, these shall be considered as binding on User.
52. The Agreement shall be terminated:
52.1. upon NIA ceasing its activity; or
52.2. upon NIA being liquidated; or
52.3. at the parties' mutual consent; or
52.4. in any other case as provided for by the law.
53. The intellectual property rights on the software applications and products, databases and other materials and resources related to the offering of the Product or Services are protected under the Copyright and Related Rights Act. These rights belong to NIA or to a designated person that has granted the right to use to NIA, and they cannot be used in violation of the applicable legislation.
54. NIA will not process User Content for any purpose other than the provision of its Services and Product. The User retains all rights on the User Content and NIA will not disclose such User Content to any third parties, except based on a disclosure request made in accordance with the applicable legislation. NIA will take all necessary measures for protection of User Content against any illegal access, disclosure, erasure, or alteration. In regard to personal data contained within the User Content.
XII. WRITTEN FORM
55. The written form shall be considered as to have been complied with by the sending of an IM message, a short text message (SMS), an e-mail, the click on a virtual button on the Website, or the ticking of a check-box etc., as long as the statement has been technically recorded in a way that enables it to be reproduced.
56. The parties hereby declare that in case any of the contractual clauses turn out to be invalid, this shall not result in the Agreement, other clauses or parts thereof becoming invalid. The invalid clause shall be replaced by the mandatory rules of the law or the established practice.
57. All the issues that are not regulated by the Agreement shall be governed by the provisions of the applicable Brazilian legislation.
58. All the disputes arising from or related to the present Agreement, including disputes caused by or linked to the interpretation, invalidity, non-fulfilment or termination of the contractual relationships, shall be resolved by mutual agreement between NIA and the User.
59. Should the parties fail to reach an agreement, the dispute shall be referred to the competent Brazilian court for settlement.