Please read this End User License Agreement ("Agreement" or "EULA") carefully before installing or using any Ngaio software application or plugin (each an "App", together the "Apps"). By installing, accessing, or using an App you agree to be bound by this Agreement. If you do not agree, do not install or use the App.
1. Who we are
The Apps are provided by Sonny Graystone ("Ngaio", "Licensor", "we", "us", or "our"). This Agreement is between Sonny Graystone and the individual or legal entity installing or using the App ("you", "your", or "User"). If you enter into this Agreement on behalf of an organization, you represent that you have authority to bind that organization. Contact: support@ngaio.dev.
2. Scope and relationship to our other terms
This Agreement governs the license to install and use the Apps as software. Your use of any hosted or online services we provide is also subject to our Terms of Service, and our handling of personal data is described in our Privacy Policy. The Terms of Service and Privacy Policy are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Terms of Service regarding a hosted service, the Terms of Service govern for that service.
Where an App is obtained through a third-party marketplace such as the JetBrains Marketplace, that marketplace's own agreements and policies also apply to your acquisition and use of the App. If a mandatory term of the applicable marketplace conflicts with this Agreement, the marketplace term controls to the extent of the conflict.
3. Grant of license
Subject to your compliance with this Agreement, Ngaio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App solely for your own personal or internal business purposes during the term of this Agreement.
4. License restrictions
Except to the extent this restriction is prohibited by applicable law, you may not, and may not permit anyone else to:
- copy, modify, adapt, translate, or create derivative works of the App;
- reverse engineer, decompile, or disassemble the App, or attempt to derive its source code;
- sell, sublicense, rent, lease, lend, distribute, or otherwise transfer the App or any rights in it to any third party;
- remove, obscure, or alter any proprietary notices, labels, or marks on or in the App;
- use the App to develop a competing product or service, or to benchmark it for that purpose; or
- use the App in violation of any applicable law or any of the restrictions in our Terms of Service.
5. Third-party and open-source components
The Apps may include third-party or open-source software components that are licensed under their own terms. Those terms are made available with the App or its distribution where required, and to the extent a third-party or open-source license grants you rights that are broader than, or imposes obligations inconsistent with, this Agreement, the third-party or open-source license applies to that component.
6. Third-party services
Some Apps connect to or interoperate with third-party services, for example Bitbucket or GitHub. Your use of those services is governed by their own terms and privacy policies. Ngaio is not responsible for the availability, accuracy, security, or conduct of any third-party service, and we are not affiliated with or endorsed by those providers except as expressly stated.
7. Privacy and security
Our collection and use of information in connection with the Apps is described in our Privacy Policy. Information about how we protect data and how to report a vulnerability is set out in our Security Policy.
8. Updates and availability
Ngaio may release updates, patches, or new versions of an App, and may change, suspend, or discontinue an App or any of its features at any time. This Agreement applies to all updates unless a separate agreement accompanies them. We have no obligation to provide updates, maintenance, or continued support for any App.
9. Ownership
The Apps and all intellectual property rights in them are and remain the exclusive property of Ngaio and its licensors. This Agreement does not transfer any ownership rights to you, and grants only the limited license described above. All rights not expressly granted are reserved by Ngaio.
10. Disclaimer of warranties
To the maximum extent permitted by law, the Apps are provided "as is" and "as available" without warranty of any kind, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Ngaio does not warrant that the Apps will be error-free, uninterrupted, secure, or free of harmful components, or that any data will be accurate or preserved.
If you are a consumer, nothing in this Agreement limits or excludes any rights or guarantees you have under mandatory consumer protection law (including the New Zealand Consumer Guarantees Act 1993) that cannot be lawfully excluded.
11. Limitation of liability
To the maximum extent permitted by law, Ngaio will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to this Agreement or your use of or inability to use the Apps, even if we have been advised of the possibility of such damages.
To the maximum extent permitted by law, our total aggregate liability arising out of or relating to this Agreement or the Apps will not exceed the greater of (a) the amounts you paid us for the applicable App in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100).
12. Term and termination
This Agreement is effective until terminated. Your rights under this Agreement terminate automatically, without notice, if you fail to comply with any of its terms, and we may otherwise terminate it as permitted by our Terms of Service. On termination you must cease all use of the Apps and delete all copies in your possession or control. Sections 4, 5, 6, 9, 10, 11, 13, 14, and 15 survive termination.
13. Export control and sanctions
You represent that you are not located in, and will not use or export the Apps to, any country or person subject to applicable trade sanctions or export restrictions, and that you will comply with all applicable export control and sanctions laws.
14. Governing law and jurisdiction
This Agreement is governed by the laws of New Zealand, without regard to its conflict of laws principles. The courts of New Zealand have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.
15. General
If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full effect. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Ngaio regarding the Apps and supersedes any prior understandings. You may not assign or transfer this Agreement without our prior written consent; we may assign it in connection with a merger, acquisition, or sale of assets. Our failure to enforce any right or provision is not a waiver of it. We may give you notices by email, through an App, or through the applicable marketplace.
16. Changes to this Agreement
We may modify this Agreement from time to time. The "Last updated" date above reflects the most recent changes. If we make material changes we will provide reasonable notice where appropriate. Your continued use of an App after the changes take effect constitutes acceptance of the revised Agreement.
17. Contact
Questions about this Agreement? Email us at support@ngaio.dev.