Terms of service

Effective as of January 13, 2021

1. Introduction

1.1 Please read these terms of service carefully as they shall govern your use of Merge Freeze Limited's (Merge Freeze) application (app).

1.2 By using our app, you accept these terms of service in full, to the exclusion of all other terms; accordingly, if you disagree with these terms of service or any part of these terms of service, you must not use our app.

1.3 If you are entering into these terms of service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms, in which case a reference to “you” or “your” in these terms shall refer to that entity.

1.4 You must be at least 16 years of age to use our app; by using our app or agreeing to these terms of service, you warrant and represent to us that you are at least 16 years of age.

1.5 Our app uses cookies; by using our app or agreeing to these terms of service, you consent to our use of cookies in accordance with the terms of our privacy notice and cookies policy.

2. Subscription plans

2.1 The app has free and paid subscription plans as detailed in Merge Freeze’s listing on GitHub’s Marketplace.

2.2 If you cancel your account on a free plan, your subscription will immediately end and you will immediately lose access to the app.

2.3 You may have the option to select a free 14-day trial of the app on a paid subscription plan. You can cancel at any time during your trial and you won't be charged, but you will immediately lose access to the app. A paid subscription will start at the end of the 14-day trial unless you have cancelled prior.

2.4 You can upgrade, downgrade or cancel your subscription plan for the app at any time.

2.5 Payment for any paid subscription plan is facilitated by GitHub in accordance with its terms of service, please see: https://docs.github.com/en/[email protected]/github/site-policy/github-marketplace-terms-of-service

2.6 GitHub will continue billing you monthly or annually in advance (according to your subscription plan) until you cancel your paid subscription. GitHub will immediately bill you if you upgrade your plan.

2.7 If you downgrade your subscription to a less expensive plan or if you cancel a paid subscription, your changes will take effect at the end your current billing cycle. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused; however, the app will remain active for the length of the paid billing period.

3. Intellectual property rights

3.1 Subject to the express provisions of these terms of service:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our app, the material on our app and any documentation relating to the app; and

(b) all the copyright and other intellectual property rights in our app and the material on our app are reserved; and

(c) we may use, modify, and incorporate into our app, any feedback, comments, or suggestions that you may provide to us without any obligation to you.

3.2 We do not claim any intellectual property rights in any GitHub repository that the app is installed in or any Slack channel that the app integrates with.

4. Licence to use app

4.1 Merge Freeze grants you and your authorised users the right to access and use the app in accordance with your subscription plan. This right is non-exclusive and limited by and subject to these terms of service.

4.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms of service, you must not download any material from our app or save any such material to your computer.

4.3 You may only use our app for your own personal and business purposes, and you must not use our app for any other purposes.

4.4 Except as expressly permitted by these terms of service, you must not edit or otherwise modify any material on our app.

4.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our app (including republication on another app);

(b) sell, rent or sub-license material from our app;

(c) show any material from our app in public;

(d) exploit material from our app for a commercial purpose; or

(e) redistribute material from our app.

4.6 Notwithstanding Section 4.5, you may redistribute our newsletter in print and electronic form to any person.

4.7 We reserve the right to restrict access to areas of our app, or indeed our whole app, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our app.

5. Acceptable use

5.1 You must not:

(a) use our app in any way or take any action that causes, or may cause, damage to the app or impairment of the performance, availability or accessibility of the app;

(b) use our app in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our app to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our app without our express written consent;

(e) access or otherwise interact with our app using any robot, spider or other automated means, except for the purpose of search engine indexing;

(f) violate the directives set out in the robots.txt file for our app; or

(g) use data collected from our app for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

5.2 You must not use data collected from our app to contact individuals, companies or other persons or entities.

5.3 You must ensure that all the information you supply to us through our app, or in relation to our app, is true, accurate, current, complete and non-misleading.

6. Registration and accounts

6.1 You may register for an account with our app by going through Github's single sign-on process after clicking "Sign up".

6.2 You are solely responsible for the installation of the app within your GitHub repositories and Slack accounts, and you will respect and comply with the app documentation published on our website from time to time.

6.3 You, at all times via your GitHub account, determine the individual users that have permission to:

(a) manage the app, including your subscription plan for the app, the repositories that the app is installed in and the Slack channels that the app integrates with (such user being an app manager); and

(b) access and use the app, and the level of that access or use (such user being an authorised user).

6.4 Unless you otherwise determine, the app manager is deemed to be the individual user who registered for an account with our app.

6.5 You acknowledge that we have no direct relationship with any authorised users. You agree that you are solely responsible for obtaining all necessary consents to enable Merge Freeze to collect, process and store any authorised user’s personal information as set out in our privacy policy.

6.6 You are responsible for all app managers’ and authorised users’ use of the app.

6.7 You must not allow any other person who is not an app manager or authorised user to use your account to access the app.

6.8 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.9 You must not use any other person's account to access the app.

6.10 You are responsible for any activity on our app arising out of any failure of an app manager or authorised user to keep their sign in confidential, and you may be held liable for any losses arising out of such a failure.

7. Cancellation and suspension of account

7.1 We may:

(a) suspend your account;

(b) cancel your account; and/or

(c) edit your account details,

at any time in our sole discretion without notice or explanation, including (without limitation) for a breach of these terms of service.

7.2 Upon our cancellation of your account under clause 7.1, all rights and licenses granted to you will terminate immediately.

8. Your licence to us

8.1 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to access the GitHub repositories and the Slack channel that you install the app in as necessary to enable the app to function in accordance with your subscription plan.

8.2 You grant to us the right to sub-license the rights licensed under Section 8.1.

9. Limited warranties

9.1 The app is provided on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including:

(a) the completeness or accuracy of the information published on our app;

(b) that the material on the app is up to date; or

(c) that the app or any service on the app will remain available, secure, or error-free; or

(d) that the app is fit for a particular purpose.

9.2 We reserve the right to discontinue or alter any or all of our app services, and to stop publishing our app, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms of service, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any app services, or if we stop publishing the app.

10. Limitations and exclusions of liability

10.1 Nothing in these terms of service will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Section 10 and elsewhere in these terms of service:

(a) are subject to Section 10.1; and

(b) govern all liabilities arising under these terms of service or relating to the subject matter of these terms of service, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms of service.

10.3 To the extent that our app and the information and services on our app are provided free of charge, we will not be liable for any loss or damage of any nature.

10.4 We will not be liable to you in respect of any:

(a) losses arising out of any event or events beyond our reasonable control;

(b) business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;

(c) loss or corruption of any data, database or software; or

(d) any special, indirect or consequential loss or damage,

whether or not we have been informed of the possibility of such damage.

10.5 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the app or these terms of service (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

11. Breaches of these terms of service

11.1 Without prejudice to our other rights under these terms of service, if you breach these terms of service in any way, or if we reasonably suspect that you have breached these terms of service in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our app;

(c) permanently prohibit you from accessing our app;

(d) block computers using your IP address from accessing our app;

(e) contact any or all of your internet service providers and request that they block your access to our app;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our app.

11.2 Where we suspend or prohibit or block your access to our app or a part of our app, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

12. Variation

12.1 Our app is still evolving, and so we need the flexibility to modify the app from time to time, including by adding or deleting features and functions. We will not make changes to the app that materially reduce the functionality provided to you during the prepaid period of your subscription.

12.2 We reserve the right to revise these terms of service from time to time, effective upon the posting of such modified terms on our website (www.mergefreeze.com).

12.3 We will make every effect to give the app manager written notice of any material changes to the app or material revision of these terms of service; if you do not agree to the revised terms of service, you must stop using our app.

13. Notices

13.1 All notices to be provided to you under these terms of service may be communicated through a notification on our website or through a form of direct communication with the app manager (such as email). You acknowledge that the app manager is responsible for the further communication of all notices to the authorised users.

13.2 You can contact us by email, using the email address published on our app from time to time.

14. Assignment

14.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of service.

14.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms of service.

15. Severability

15.1 If a provision of these terms of service is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2 If any unlawful and/or unenforceable provision of these terms of service would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16. Third party rights

16.1 A contract under these terms of service is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

16.2 The exercise of the parties' rights under a contract under these terms of service is not subject to the consent of any third party.

17. Entire agreement

17.1 These terms of service, together with our privacy notice and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our app and shall supersede all previous agreements between you and us in relation to your use of our app.

18. Law and jurisdiction

18.1 These terms of service shall be governed by and construed in accordance with the laws of New Zealand.

18.2 Any disputes relating to these terms of service shall be subject to the non-exclusive jurisdiction of the courts of New Zealand.