This terms of use agreement (this “agreement”) (together with the documents referred to in it) is a legal agreement between you and Troupe Technology Limited incorporated and registered in England and Wales with company number 08293148 and whose registered office is at 18 Mitchell Road, West Malling, Kent ME19 4RF, United Kingdom (“we”, “us” or “our”) for the use of our Gitter platform (“Gitter”).

By using and/or registering to use Gitter (whether as a free user or a paid user), you must read, agree with and accept all of the terms and conditions contained in this agreement. This agreement is provided to you and concluded in English. You agree that any use by you of Gitter shall constitute your acceptance of the agreement. We recommend that you store or print-off a copy of the agreement (including all policies) for your records.

If you do not agree to the terms of this agreement, please refrain from using Gitter.

1. Applicable terms

1. This agreement refers to the following additional terms, which also apply to your use of Gitter:
a. our acceptable use policy, which sets out the permitted and prohibited uses of Gitter. When using Gitter, you must comply with this acceptable use policy;
b. our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using Gitter, you consent to such processing and you warrant that all data provided by you is accurate;
c. our cookie policy, which sets out information about the cookies on Gitter; and
d. a Creative Commons licence, which sets out the terms on which public conversations may be used and shared.
2. Gitter is built on top of GitHub. You must, therefore, comply with GitHub’s terms and conditions. You acknowledge that we have no control over GitHub’s terms and conditions.
3. If you subscribe for any of our other services you will also have to agree to the terms that govern the service you have subscribed for.

2. Accessing Gitter

1. We have developed Gitter to enable better communication between people and teams. You may use Gitter as either a free user or as a paid user.
2. In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable, licence to use Gitter on the terms of this agreement.
3. Access to Gitter is permitted on a temporary basis and we reserve the right to withdraw or amend the services or functionality that we provide on Gitter without notice. We will not be liable if for any reason Gitter is unavailable at any time or for any period.
4. From time to time, we may restrict access to some parts of Gitter, or the entire Gitter platform, to users who have registered with us. We will use reasonable endeavours to fix issues and bugs in Gitter as quickly as we can.
5. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this agreement.
6. You must not misuse Gitter by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Gitter, the server on which Gitter is stored or any server, computer or database connected to Gitter. You must not attack Gitter via a denial-of-service attack or a distributed denial-of service attack.
7. If you breach clause 2.6, you will be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, we reserve the right to immediately cease your right to use Gitter.

3. Public and private messaging

1. Gitter allows users to communicate with each other, including the ability to send, receive or view public messages (for example, messages in Github public repositories or public Gitter channels) or private messages (whether one-on-one private conversations, group private conversations or messages on Github private repositories (together “private messages”)). You acknowledge and agree that you shall not misuse this functionality and will comply with the terms of this agreement and our Acceptable Use Policy at all times.
2. You acknowledge and agree that private messages:
a. are permanently stored by us;
b. are available and accessible for a limited or unlimited period of time depending on your subscription level;
c. are not completely private and shall be stored, and will be accessible by, us and its employees, agents and representatives; and
d. may be disclosed by us if required by law or any order of the court or any relevant regulatory body.
3. You acknowledge and agree that public messages and other user generated content:
a. can be viewed by all users and are indexed by search engines;
b. are accessible for an unlimited period of time; and
c. are subject to the Creative Commons licence: Attribution + Noncommercial + ShareAlike (BY-NC-SA).

4. Payment, upgrading and downgrading

1. If you wish to subscribe for a paid account, you:
a. must pay to us the relevant [monthly] fee as set out on our pricing page;
b. agree and undertake to pay to us (without any deduction) the relevant monthly fee in advance in full (in USD) and authorise us to collect the full fee from you each month until you cancel your subscription. All fees and charges will be exclusive of VAT (or other sales taxes). You shall be responsible for, and shall pay, any fees charged by your bank or credit or debit card provider;
c. acknowledge, subject to clause 5, that the relevant monthly fees are non-refundable.
2. If you upgrade from a free account to a paid account, or upgrade to a higher level paid account from a paid account, we will immediately bill you and you agree to pay to us (without any deduction) the relevant monthly fee in full (in USD).
3. You may downgrade your account level at any time but doing so may cause the loss of features and functionality. We do not accept any liability for such loss.
4. We reserve our rights to amend the fees at any time.

5. Cancelation and refunds

Cooling off period

1. If you are a consumer, you have a legal right to cancel a contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 5.2. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to use Gitter, you can notify us of your decision to cancel this agreement and receive a refund.
2. Your legal right to cancel this agreement starts from the date you receive confirmation of subscription from us, which is when this agreement between us is formed. You then have a period of fourteen (14) working days in which you may cancel (“cooling-off period”). Working days means that Saturdays, Sundays or public holidays in England are not included in this period.
3. To cancel this agreement during the cooling-off period, please contact us in writing to tell us by sending an e-mail to support@gitter.im. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.

Cancellation after the cooling off period

4. After the expiry of the cooling-off period set out in clause 5.2, you may cancel your account at any time by [clicking on the ‘Cancel your Account’ link on your account settings page]. You are solely responsible for properly cancelling your account.
5. If you cancel your Gitter account before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. You will not, however, receive a refund in respect of the remaining dates in the paid up month.

6. Your indemnities and undertakings

1. You agree that when using Gitter you will comply with all applicable laws and this agreement. In particular, but without limitation, you agree not to:
a. use Gitter in any unlawful manner or in a manner which promotes or encourages illegal activity; or
b. breach any law, statute, contract, or regulation;
c. act in a manner that is obscene, defamatory, libelous, unlawfully threatening or unlawfully harassing;
d. provide false, inaccurate or misleading information;
e. use an anonymising proxy; or
f. attempt to gain unauthorised access to Gitter or any networks, servers or computer systems connected to Gitter.
2. (together the “Restricted Activities”)
3. Except as expressly set out in this agreement or as permitted by any local law, you undertake:
a. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Gitter or your access to Gitter; 
b. not to engage in any of the Restricted Activities, nor control an account that is linked to any of the Restricted Activities;
c. not to make alterations to, or modifications of, the whole or any part of Gitter nor permit Gitter or any part of it to be combined with, or become incorporated in, any other programs or websites;
d. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Gitter, except those parts of Gitter that are published under open-source licences;
e. to include our copyright notice on all entire and partial copies of Gitter in any form; or
f. not to provide, or otherwise make available, Gitter in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us, except those parts of Gitter that are published under open-source licences.
4. Notwithstanding clause 6.1 and 6.2, you agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of Gitter otherwise than in accordance with this agreement or any applicable laws.
5. You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge.

7. Intellectual property rights

1. We are the owner or the licensee of all intellectual property rights in Gitter, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
2. The trade marks, service marks, and logos (“Trade Marks”) contained on Gitter are owned by us, our group companies or third party partners of us. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of us, the relevant group company or the relevant third party partner of us.
3. Subject to the terms of the Creative Commons licence which governs user generated content:
a. you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
b. our status (and that of any identified contributors) as the authors of content on Gitter must always be acknowledged.
c. you must not use any part of the content on Gitter for commercial purposes without obtaining a licence to do so from us or our licensors.
d. if you print off, copy or download any part of Gitter in breach of this agreement, your right to use Gitter will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

8. Uploading content to Gitter

1. Whenever you make use of a feature that allows you to upload content to Gitter, or to make contact with other users of Gitter, you must comply with the content standards set out in our Acceptable Use Policy.
2. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.
3. Any content you upload to Gitter in a public message will be considered non-confidential and non-proprietary. To the extent it is necessary in order to complete your requests, you grant to us a perpetual, worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sublicence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content
4. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to Gitter constitutes a violation of their intellectual property rights, or of their right to privacy.
5. We have the right to remove any posting you make on Gitter if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
6. You acknowledge and agree that Gitter acts merely as a passive conduit and/or host for the uploading storage and distribution of such content. The views expressed by other users on Gitter do not represent our views or values. We cannot and do not review the Content created or uploaded by its users, and neither we nor our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor Gitter for content that is inappropriate, that does not or might infringe any third party rights, or has otherwise been uploaded in breach of this agreement or applicable law.
7. You are solely responsible for all of the content that you upload, post or distribute to, on or through Gitter, and to the extent permissible by law, we exclude all liability with respect to content and the activities of users.

9. Changes to these terms

We may revise this agreement (or any of the documents referred to in this agreement) at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

10. Duplicate accounts

We reserve the right to refuse the creation of duplicate accounts for the same user. In a case where duplicate accounts are detected, we reserve the right to close or merge these duplicate accounts without notification.

11. Eligibility

1. To be eligible for Gitter, you must (a) be at least 13 years old; (b) be a registered member of GitHub; and (c) agree to the terms of this agreement.
2. You further represent and warrant to us that if you are an individual and you open an account with us that you are not acting on behalf of an undisclosed principal or a third party beneficiary.
3. You undertake that your login may only be used by you and a login shared by multiple people is not permitted.

12. No warranty

1. Use of Gitter is at your own risk. Gitter is provided on an “as is” basis. We do not warrant or guarantee that Gitter and all or part of its contents will be always available or that its use will not be interrupted.
2. You acknowledge that Gitter may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this agreement.

13. Our liability

1. Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Gitter or any content on it, whether express or implied.
3. Subject to clause 13.1, we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
a. use of, or inability to use, Gitter; or
b. use of or reliance on any content displayed on Gitter.
4. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Gitter or to your downloading of any content on it, or on any website linked to it.
5. We assume no responsibility for the content of websites linked on Gitter. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
6. Subject to clause 13.1, our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to US$100 or the amount you paid to us in fees in the previous 12 calendar months, whichever is greater.

14. Termination

1. Either party may terminate this agreement immediately and without notice to the other party. You may terminate this agreement by deleting your account and refraining to use Gitter.
2. Upon termination or expiry for any reason:
a. all rights granted to you under this agreement shall cease;
b. you must cease all activities authorised by this agreement;
c. we will not delete the content you have posted on Gitter; and
d. you must immediately delete your account and cease using Gitter and certify to us that you have done so.
3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

15. Transfer of rights and obligations

1. This agreement is binding on you and us and on our respective successors and assignees.
2. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
3. We may assign, charge, novate or otherwise dispose of this agreement without our prior written consent.

16. General Terms

Communications
1. We are required to provide certain information to you in writing. By accepting this agreement, you agree that we can communicate with you electronically either by email or by posting notices on Gitter.
Entire Agreement
2. This agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.
Law and Jurisdiction
2. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
4. Any dispute or claim arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact us
5. To contact us, please email support@gitter.im.

PLEASE NOTE: The ‘in summary’ section is for information only and has been provided to help you to understand our legal terms and policies. The ‘in summary’ section does not replace our terms and conditions of use and you must still read, agree with and accept all of our legal terms and policies before you can use Gitter. In the event of conflict between the ‘in summary’ section and any of the terms of our legal agreements or policies, our legal agreements and/or policies shall prevail.