GitHub Enterprise Cloud Evaluation Agreement
THANK YOU FOR CHOOSING GITHUB FOR YOUR COMPANY'S BUSINESS NEEDS. PLEASE READ THESE TERMS CAREFULLY AS IT GOVERNS YOUR EVALUATION USE OF THE SERVICE, UNLESS GITHUB HAS EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON OR BY ACCESSING THE SERVICE ON A TRIAL BASIS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EVALUATION AGREEMENT. IF YOU ARE ENTERING INTO THIS EVALUATION AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (HEREINAFTER REFERRED TO AS "CUSTOMER"), CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THIS EVALUATION AGREEMENT. ALSO, BY ACCEPTING THESE TERMS, CUSTOMER AGREES THAT IT HAS READ GITHUB'S PRIVACY STATEMENT.
Customer must have a Corporate Account on GitHub.com in order to have evaluation access. Customer's evaluation of Enterprise Cloud will be governed by these terms and the Corporate Terms of Service (found at https://help.github.com/articles/github-corporate-terms-of-service) (together, the "Evaluation Agreement"). However, any supplemental terms associated with Enterprise Cloud Addendum will not apply until Customer upgrades its purchase to a paid subscription to Enterprise Cloud. Any capitalized terms not defined in this Evaluation Agreement are defined in the Corporate Terms of Service.
2.1 Term. "Evaluation Agreement Effective Date" is the date on which Customer agrees to the terms and conditions of this Evaluation Agreement. This Agreement begins on the Evaluation Agreement Effective Date and continues in effect for fourteen (14) days ("Evaluation Term").
2.2 Termination. Either party may terminate this Evaluation Agreement for any reason, without cause. Section 2.3 will apply to either party's election to terminate this Evaluation Agreement. This Evaluation Agreement will terminate immediately, without the requirement of notice, if Customer breaches any terms of the Evaluation Agreement.
2.3 Effect of Termination. Upon expiration of the Evaluation Term, any Subscription Licenses will automatically terminate; Customer will no longer have the right to use Enterprise Cloud; and Customer may lose access to Content, features, or capacity of its account. Please see the "Effect of Termination" section of the Corporate Terms of Service for information on obtaining a copy of that Content.
CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIALS OR INFORMATION THAT GITHUB PROVIDES OR THAT CUSTOMER HAS ACCESS TO UNDER THIS EVALUATION AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY CONFIDENTIAL INFORMATION OR EVALUATION ACCOUNT MATERIALS) ARE PROVIDED "AS IS", AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. GITHUB SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT WILL GITHUB BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL GITHUB'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EVALUATION AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED FIVE HUNDRED DOLLARS ($500.00) USD. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS EVALUATION AGREEMENT.
5.1 As part of the development and evaluation of our evaluation programs, GitHub needs to collect information about how Customer uses services and programs and how GitHub can improve them. GitHub may collect certain additional personal information from Customer. For example, GitHub may invite Customer to provide Feedback (as explained in Section 6 below). GitHub might ask questions about Customer's experiences, familiarity with the product, or demographic information. GitHub uses this information to improve its products and services and does not sell Feedback to third parties or advertisers. Customer may decline to provide Feedback, decline to answer specific questions, or contact GitHub to delete or alter the information it has collected about Customer.
5.2 GitHub's servers are located in the United States. GitHub processes Customer's data in the United States. However, Customer is responsible for determining what personal data it submits to GitHub. Please see the Privacy Statement for more information.
GitHub is always trying to improve its products and services, and Customer's Feedback about its evaluation account will help do that. If Customer chooses to provide GitHub with any Feedback, Customer acknowledges and agrees that GitHub will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into GitHub products, services, and documentation.
This Evaluation Agreement may not be changed, except by a writing signed by both parties or by an update to the Generally Applicable Terms. If any term, condition, or provision in this Evaluation Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law. The parties expressly agree that there are no third-party beneficiaries to this Evaluation Agreement.
The Generally Applicable Terms together with this Evaluation Agreement contain the entire agreement of the parties with respect to its subject matter and supersede all prior communications, representations, understandings and agreements, whether written or oral. The terms or conditions of any of Customer's purchase orders, acknowledgements, or other documents sent to GitHub in connection with this Evaluation Agreement will be null and void, and of no effect. In the event of a conflict between this Evaluation Agreement and the Generally Applicable Terms, this Evaluation Agreement will govern with respect to the relevant provision for the Evaluation Term of the Evaluation Agreement.