Legal
Charter — End User License Agreement
The terms Charter is licensed under.
IMPORTANT: THIS SOFTWARE IS LICENSED, NOT SOLD. BY INSTALLING, COPYING, ACCESSING, OR USING THIS SOFTWARE, YOU AGREE TO THESE TERMS.
1. Grant of license
Subject to payment of applicable fees and compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use this software and related documentation (the "Software") for your internal business purposes only during an active paid subscription term.
2. Evaluation / trial
Licensor may make the Software available for a free evaluation period of 14 days per Azure DevOps organization. Evaluation use is subject to all terms of this Agreement except the payment obligation in section 3. At the end of the evaluation period, continued use requires an active paid subscription.
3. Subscription and fees
Use of the Software requires a valid commercial subscription, billed monthly or annually as selected at purchase, unless otherwise agreed in writing. Your right to use the Software is contingent on timely payment of all subscription fees.
Online subscriptions are sold through Polar, which acts as merchant of record and is the seller of record on your invoice. Subscriptions arranged by invoice or purchase order are purchased directly from Licensor. Microsoft is not a party to this Agreement and does not process payment for the Software.
Plans are limited by the number of projects in the licensed Azure DevOps organization, as published on the pricing page. Where an organization exceeds the limit of its plan, Licensor may restrict the Software to read-only operation rather than suspending access.
4. Restrictions
Except as expressly permitted by this Agreement or applicable law, you may not:
- copy, modify, adapt, translate, or create derivative works of the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code;
- rent, lease, lend, sell, sublicense, distribute, or transfer the Software to any third party;
- remove or alter proprietary notices in the Software;
- use the Software to provide commercial hosting or service bureau services to third parties;
- circumvent, disable, or interfere with any licensing, entitlement, or usage-metering mechanism.
5. Ownership
The Software, including all intellectual property rights, is and remains the exclusive property of Licensor and its licensors. No ownership rights are transferred to you.
6. Term and termination
This Agreement remains in effect while your subscription is active, unless terminated earlier. Licensor may suspend or terminate this Agreement for non-payment or material breach. Upon termination or expiration, your license ends immediately and you must cease all use of the Software.
7. Confidentiality
You will protect non-public information related to the Software with at least reasonable care and will not disclose such information except as required by law.
8. Disclaimer of warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in sections 8 or 9 excludes or limits liability that cannot be excluded or limited under applicable law, including liability for damage caused by intent or willful recklessness (opzet of bewuste roekeloosheid) on the part of Licensor.
10. Open source exclusion
The Software is proprietary commercial software and is not licensed under an open source license. No open source rights are granted under this Agreement.
11. Governing law
This Agreement is governed by the laws of the Netherlands, without regard to its conflict-of-laws rules. The competent court in the Netherlands has exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, save that either party may seek injunctive relief in any court of competent jurisdiction.
Nothing in this Agreement limits any right you have under mandatory provisions of the law applicable to you that cannot be varied by agreement.
12. Entire agreement
This Agreement constitutes the complete agreement regarding the Software and supersedes all prior or contemporaneous understandings on this subject, unless replaced by a separate written commercial agreement signed by both parties.
Questions about these terms: [email protected]