LinearB Terms of Service

These Terms of Service ("Terms") govern access to and use of the services provided by LinearB, Inc. ("LinearB"), including the software development productivity analytics and any content, functionality, and services offered on or through the LinearB platform (collectively, the "Solution"). By accessing or using the Solution, the customer entering into an Order Form for the Solution with LinearB (“Customer”) agrees to be bound by these Terms and the Data Processing Agreement available at https://linearb.io/data-processing-agreement/. If you do not agree to these Terms, you must not access or use the Solution. Collectively, the term “Agreement” means these Terms, and any agreement or policy referenced herein, and the Order Form.

1. Solution. Subject to the terms and conditions of the Agreement, LinearB shall provide Customer with access to the Solution identified in the order form executed by the parties (the “Order Form”) on a non-exclusive basis for the Term set forth in the Order Form. Customer shall not be entitled to any other software (including any other executable or source code) from LinearB. No licenses or rights are granted herein by estoppel or by implication.
2. Restrictions. Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, or (d) bypass any security measure or access control measure of the Solution or (e) use the Solution to provide services to any third party, including as part of a service bureau or timeshare arrangement.
3. Data; Privacy. In order to provide the Solution and associated analytics, LinearB collects certain data regarding Customer's systems, code and users, including regarding how the systems and code are used, planned, accessed and developed by employees and service providers of Customer (the "Customer Data"). All Customer Data is the confidential information of Customer and, except as set forth in the Agreement, LinearB shall not disclose such Customer Data to third parties or use such Customer Data except to provide services to Customer. LinearB may access Customer Data in order to understand Customer’s needs, make recommendations and provide support. Customer represents and warrants that it has the right to provide LinearB with access to all Customer Data, including all account and login information that Customer may provide to LinearB. Customer shall provide its employees and service providers with all notices required under law regarding the use of the Solution. LinearB analyzes all Customer Data in order to provide Customer with the Solution, including for the purposes of generating analysis and reports for the Customer. In addition, LinearB may use Customer Data for the purpose of generating aggregate or anonymous data, such as for the purpose of providing benchmarks. LinearB may also use aggregate or anonymous data for the purpose of improving the Solution, including the algorithms and models used by the Solution. LinearB will implement reasonable security measures appropriate to the nature of the Customer Data including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Customer Data. LinearB may disclose Customer Data to the extent required by applicable law or to cooperate with a law enforcement investigation or to enforce its rights under the Agreement.
4. Intellectual Property. As between the parties, LinearB has all right, title and interest in the Solution, including all enhancements, improvements and modifications thereof (“LinearB Property”). LinearB does not request Customer’s feedback regarding the LinearB Property. Notwithstanding the foregoing, if Customer provides LinearB with any feedback regarding the LinearB Property, LinearB may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
5. Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of LinearB.
6. Payment. In consideration of the use of the Solution as permitted herein, Customer shall make payment to LinearB as set forth in the Order Form. Except to the extent set forth otherwise in the Order Form, amounts due hereunder do not include applicable sales, value-added and other taxes, and Customer shall make payment in respect of such taxes in addition to other amounts due hereunder. Customer shall make payment to LinearB without deduction or withholding of any taxes or other government charges.
7. Warranties; Disclaimer. Each party warrants that it has full corporate power and authority to enter into the Agreement and to perform its obligations hereunder; and all corporate action necessary for the authorization, execution, delivery and performance of the Agreement by it have been taken. LinearB represents and warrants that the Solution will be performed on a good and workmanlike basis consistent with industry standards. Subject to the foregoing, the Solution is provided “as is”. To the maximum extent permitted by applicable law, LinearB disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
8. Indemnification. 8.1. LinearB Indemnification Obligations. LinearB shall defend (and pay all costs and expense of such defense) Customer from and against any and all claims, demands, actions or other proceedings by any third party against Customer arising from any claims that the Solution infringes the patent, copyright, trademark or misappropriates the trade secret rights of a third party and will indemnify and hold Customer harmless from and against any and all awarded or settled damages, losses or liabilities in connection therewith. LinearB shall not have any liability to the extent any claim is the result of (a) LinearB's compliance with specifications provided by Customer, (b) the combination of the Solution with other hardware, software or services not provided by LinearB, (c) the collection, use or transfer of Customer Data in compliance with the Agreement, (d) Customer’s actions, omissions or breach of the Agreement or (e) Customer’s modification of the Solution. If the Solution shall be the subject of an indemnifiable claim, or LinearB reasonably believes that the Solution shall be the subject of an indemnifiable claim, LinearB may terminate the Agreement and Order Form with written notice. 8.2. Customer Indemnification Obligations. Customer shall defend and indemnify LinearB (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which LinearB may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision of any Customer Data. 8.3. Procedure. The obligations of either party to provide indemnification under the Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense. 8.4. Sole and Exclusive. This Section 8 states LinearB’s entire obligation and Customer’s exclusive remedy regarding any claims for intellectual property infringement.
9. Limitation of Liability. To the greatest extent allowed under applicable law, in no event shall either party (or its directors, officers, affiliates, agent or employees) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the Agreement or the provision or use of the Solution. To the greatest extent allowed under applicable law, the entire liability of either party (or its directors, officers, affiliates, agents or employees) hereunder or in respect of the Solution shall not exceed the total amount Customer has actually paid or is payable to LinearB in respect of the Solution in the twelve months immediately preceding the incident giving rise to liability.
10. Term. The Term of use of the Solution shall be set forth in the Order Form (the “Initial Term”). The Agreement shall automatically renew for consecutive periods equal to the Initial Term (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless one of the parties provides written notice of its intent not to renew at least 30 days prior to the applicable Initial Term and/or Renewal Term. Either party may terminate the Agreement upon the occurrence of a material breach or default as to any obligation hereunder by the other party and the failure of such breaching party to remedy such breach within thirty (30) (ten (10) for non-payment) days after receiving written notice thereof from the non-breaching party, any such termination becoming immediately effective upon the giving of written notice of termination. Upon any termination of the Agreement, Customer shall cease all use of the Solution. Sections 2 – 13 of these Terms shall survive any termination or expiration thereof. Neither party shall have liability for the termination of the Agreement in accordance with these Terms. LinearB may not increase rates by more than 7% for future renewal terms.
11. Publicity. LinearB may disclose that Customer is using the Solution, including by displaying Customer’s name and logo on LinearB’s website and other marketing materials.
12. Artificial Intelligence. LinearB may use artificial intelligence capabilities as described in accordance with the policy set forth at https://linearb.io/security-faq.
13. Miscellaneous. The Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. In the event of any conflict or inconsistency between the Terms and the terms of the Order Form, the Order Form shall govern unless expressly set forth otherwise in the Order Form. Except as expressly set forth herein, the Agreement may not be modified or amended except in a writing executed by both parties. If any part of the Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of the Agreement. Either party may assign its rights or obligations under the Agreement upon notice to the other party in the event of assignment to an affiliated company or to a purchaser of all or substantially all of its assets or share capital, or to any company succeeding to its business. Assignments in violation of the foregoing shall be void. The Agreement shall be governed by the laws of the State of New York, and the competent state or federal courts in New York County, New York shall have exclusive jurisdiction to hear any disputes arising hereunder. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of Section 5 of the Terms. Any notices provided under the Agreement shall be delivered in writing to the address set forth in the Order Form.