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GitHub Corporate Terms of Service

Thank you for choosing GitHub for your company's business needs. Please read our Corporate Terms of Service agreement carefully before accessing or using GitHub. Because it is such an important contract between us and our customers, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

Summary

Section What can you find there?
A. Definitions Some basic terms, defined in a way that will help you understand this agreement. Refer back up to this section for clarification.
B. Account Terms These are the basic requirements of having an account on GitHub.
C. Acceptable Use These are the basic rules you must follow when using your GitHub account.
D. User-Generated Content You own the content you post on GitHub. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you.
E. Private Repositories This section talks about how GitHub will treat content you post in private repositories.
F. Copyright & DMCA Policy This section talks about how GitHub will respond if you believe someone is infringing your copyrights on GitHub.
G. Intellectual Property Notice This describes GitHub's rights in the website and service.
H. API Terms These are the rules for using GitHub's APIs, whether you are using the API for development or data collection.
I. Additional Terms for GitHub Pages We have a few specific rules for content hosted using GitHub Pages.
J. Third Party Applications We have a few rules for creating apps for other users and another set of terms for GitHub Marketplace.
K. Advertising on GitHub If you want to promote your content on GitHub, this section lays out some rules you must follow.
L. Payment You are responsible for payment. We are responsible for billing you accurately.
M. Cancellation and Termination You may cancel this agreement and close your account at any time.
N. Communications with GitHub We only use email and other electronic means to stay in touch with our users. We do not provide phone support.
O. Disclaimer of Warranties We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
P. Limitation of Liability Situations where either of us will be liable to the other for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement are limited. Please read this section carefully; it limits our obligations to you.
Q. Defense of Claims; Release You are fully responsible for your and your Users' use of the service.
R. Confidentiality We each have some responsibility to protect each other’s Confidential Information
S. Professional Services You may purchase Professional Services in connection with your use of the Website or Service.
T. Changes to these Terms of Service We may modify this agreement, but we will give you 30 days' notice of changes that affect your rights.
U. Miscellaneous Please see this section for legal details including our choice of law.

The GitHub Corporate Terms of Service

Effective date: April 19, 2019

A. Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

  1. “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party where "control" means having more than fifty percent (50%) ownership or the right to direct the management of the entity.
  2. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Corporate Terms of Service” or these "Terms") and all other operating rules, policies (including the GitHub Privacy Statement, available at github.com/site/privacy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at help.github.com/categories/site-policy.
  3. The “Service” refers to the applications, software, products, and services provided by GitHub.
  4. The “Website” refers to GitHub’s website located at github.com, and all content, services, and products provided by GitHub at or through the Website. It also refers to GitHub-owned subdomains of github.com, such as education.github.com and pages.github.com. These Terms also govern GitHub’s conference websites, such as githubuniverse.com, and product websites, such as atom.io. Occasionally, websites owned by GitHub may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
  5. "Customer", “You,” and “Your” refer to the company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the account in the performance of its functions. Special terms may apply for business or government accounts (See Section B(7): Additional Terms).
  6. "User" refers to the individual who has visited or is using the Website or Service on your behalf; that accesses or uses any part of the account on your behalf; or that directs the use of the account in the performance of their functions on your behalf. All Users must be at least 13 years of age. "Other Users" refers to the individuals, not including your Users, who visit or use the Website or Service. “Users” and “Other Users” are collectively referred to as “All Users”.
  7. “GitHub,” “We,” and “Us” refer to GitHub, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  8. An "Account" represents your legal relationship with GitHub. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on GitHub. A "Corporate Account" refers to an Account created by a User on behalf of an entity, such as a company, non-profit organization, or group. A Corporate Account may include an Enterprise Cloud subscription or a Team plan. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
  9. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. “User-Generated Content” is Content, written or otherwise, created or uploaded by All Users. "Your Content" is Content that you create, own, or to which you are the rights holder.
  10. "Professional Services" means training, consulting, or implementation services that GitHub provides to you pursuant to a mutually executed SOW. Professional Services do not include Support.
  11. "SOW" means a mutually executed statement of work detailing the Professional Services GitHub will perform for you, any related Fees, and each party's related obligations.

B. Account Terms

Short version: User Accounts and Organizations have different administrative controls; a human must create your Account; the creator and Users of your Account must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Account Controls.

* Users. All Users retain ultimate administrative control over their User Accounts and the Content within them. GitHub’s Standard Terms of Service govern All Users’ use of GitHub, except with respect to Users' activities under this Agreement.

* Organizations. You have ultimate administrative control over any Organization created on your behalf and User-Generated Content posted to the repositories within those Organizations, subject to these Terms. You can manage User access to the Organization’s data and projects. Within the Service, you must designate one or more User Accounts as “owners” who are delegated administrative control of the Organization, but this designation does not supersede your ultimate administrative rights over the Organization. This Agreement will govern the use of your Organization.

2. Required Information

You must provide a valid email address and your company’s name in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you upgrade to a paid Account. Please see the section on Payment for information about paid Accounts.

3. Corporate Terms Applicability

The Corporate Terms of Service Agreement applies only if you are entering into an agreement with GitHub on behalf of an entity, such as a company, non-profit organization, or group. If you are entering into an agreement with GitHub as an individual, you should not sign this Agreement; please use the GitHub Terms of Service Agreement. To the extent these terms conflict with any other terms you've accepted for use of GitHub.com, these terms will govern with respect to any work you do on GitHub on behalf of Customer. You may also authorize your Affiliates to use the Website and the Service in accordance with these Terms, so long as you are responsible for their access and use of the Website or Service.

If you are entering into this Agreement on behalf of an entity, you represent that you are authorized to enter into the Agreement and bind the entity to these Terms.

4. Corporate Account Association

If you would like to associate your Organization with a Corporate Account, we will do our best to confirm that association based on the information you provide to us. The more information you provide, the better able we will be to confirm that association. Information that helps us confirm a company's association with an Account includes: the name of the business included at the time of acceptance of these Terms, the payment information, and the email addresses associated with the Account. In the event that you do not provide sufficient information for us to confirm your company's association with the Account, association will be determined by the email addresses and security settings within your Account settings.

5. Corporate Account Requirements

You must create a User Account before you can create a Corporate Account. We have a few simple rules for individual Accounts on GitHub:

6. User Account Security

You are responsible for keeping your Account secure while using GitHub. We offer tools such as two-factor authentication to help you maintain your Account's security, but the content of your Account and its security are up to you.

7. Additional Terms

In some situations, third parties' terms may apply to your use of GitHub. For example, you may be a member of an organization on GitHub with its own terms or license agreements; you may download an application that integrates with GitHub; or you may use GitHub to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

If you are a government User or otherwise accessing or using any GitHub Service in a government capacity, this Government Amendment to GitHub Terms of Service applies to you, and you agree to its provisions.

If you have signed up for GitHub Enterprise Cloud, the Enterprise Cloud Addendum applies to you, and you agree to its provisions.

C. Acceptable Use

Short version: GitHub hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your and your Users' use of the Service is in compliance with laws and any applicable regulations.

2. Content Restrictions

You agree that under no circumstances will you or your Users upload, post, host, or transmit any content that:

3. Conduct Restrictions

While using GitHub, you agree that under no circumstances, will you or your Users:

4. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without GitHub's express written permission.

5. Scraping

Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through GitHub's API. Please see Section H for our API Terms. You may scrape the website for the following reasons:

You may not scrape GitHub for spamming purposes, including for the purposes of selling Other Users' personal information, such as to recruiters, headhunters, and job boards.

All use of GitHub data gathered through scraping must comply with the GitHub Privacy Statement.

6. Privacy

Misuse of Other Users' Personal Information is prohibited.

Any person, entity, or service collecting data from GitHub must comply with the GitHub Privacy Statement, particularly in regards to the collection of User Personal Information (as defined in the GitHub Privacy Statement). If you collect any User Personal Information from GitHub, you agree that you will only use the User Personal Information you gather for the purpose for which the Other User has authorized it. You agree that you will reasonably secure any User Personal Information you have gathered from GitHub, and you will respond promptly to complaints, removal requests, and "do not contact" requests from GitHub or Other Users.

7. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to Other Users, we reserve the right to suspend your Account or throttle your file hosting until you can reduce your bandwidth consumption.

8. User Protection

You agree not to engage in activity that significantly harms Other Users. We will resolve disputes in favor of protecting All Users as a whole.

D. User-Generated Content

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you or your Users post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. GitHub May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any GitHub terms or policies.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you or your Users did not create yourselves and on your behalf, or do not own the rights to, you agree that you and your Users are responsible for any of that Content; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and Other Users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting GitHub the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers, unless Other Users have forked it.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you or those you choose to show it to; parse it into a search index or otherwise analyze it on our servers; share it with Other Users you choose to share it with; and perform it, in case Your Content is something like music or video. We need these rights for both public and private repositories, because these rights are necessary for providing the Service.

This license does not grant GitHub the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.

5. License Grant to Other Users

Any User-Generated Content you or your Users post publicly, including issues, comments, and contributions to Other Users' repositories, may be viewed by others. By setting your repositories to be viewed publicly, you agree to allow Other Users to view and "fork" your repositories (this means that Other Users may make their own copies of Content from your repositories in repositories they control).

If you set your pages and repositories to be viewed publicly, you grant Other Users of GitHub a nonexclusive, worldwide license to use, display, and perform Your Content through the GitHub Service and to reproduce Your Content solely on GitHub as permitted through GitHub's functionality (for example, through forking). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to Other Users.

6. Contributions Under Repository License

Whenever you make a contribution to a repository containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.

Isn't this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it's commonly referred to by the shorthand "inbound=outbound". We're just making it explicit.

7. Moral Rights

You retain all moral rights to Your Content that you or your Users upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant GitHub the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Private Repositories

Short version: You may have access to private repositories. We treat the content of private repositories as confidential, and we only access it for support reasons, with your consent, or if required to for security reasons.

Some Accounts may have private repositories, which allow the User to control access to Content.

2. Confidentiality of Private Repositories.

GitHub considers the contents of private repositories to be confidential to you. GitHub will protect and keep strictly confidential the contents of private repositories in accordance with Section R.

3. Access.

GitHub employees may only access the content of your private repositories in the following situations:

You may choose to enable additional access to your private repositories. For example:

4. Exclusions.

If we have reason to believe the contents of a private repository are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.

F. Copyright Infringement and DMCA Policy

If you believe that content on our website violates your copyright, please contact us in accordance with our Digital Millennium Copyright Act Policy. If you are a copyright owner and you believe that content on GitHub violates your rights, please contact us via our convenient DMCA form or by emailing copyright@github.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the Accounts of repeat infringers of this policy.

G. Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. GitHub's Rights to Content

GitHub and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © GitHub, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from GitHub.

2. GitHub Trademarks and Logos

If you’d like to use GitHub’s trademarks, you must follow all of our trademark guidelines, including those on our logos page: https://github.com/logos.

3. License to GitHub Policies

This Agreement is licensed under this Creative Commons Zero license. For details, see our site-policy repository.

H. API Terms

Short version: You agree to these Terms of Service, plus this Section H, when using any of GitHub's APIs (Application Provider Interface), including use of the API through a third party product that accesses GitHub.

No Abuse or Overuse of the API

Abuse or excessively frequent requests to GitHub via the API may result in the temporary or permanent suspension of your Account's access to the API. GitHub, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed GitHub's rate limitations.

You may not use the API to download data or Content from GitHub for spamming purposes, including for the purposes of selling User Personal Information, such as to recruiters, headhunters, and job boards.

All use of the GitHub API is subject to these Terms of Service and the GitHub Privacy Statement.

GitHub may offer subscription-based access to our API if you require high-throughput access or access that would result in resale of GitHub's Service.

I. Additional Terms for GitHub Pages and Learning Lab

Short version: The GitHub Pages hosting service and GitHub Learning Lab are subject to certain rules, in addition to the rest of the Terms.

1. GitHub Pages

Each GitHub Account comes with access to the GitHub Pages static hosting service. This hosting service is intended to host static web pages for All Users. GitHub Pages are subject to some specific bandwidth and usage limits, and may not be appropriate for some high-bandwidth uses or other prohibited uses. Please see our GitHub Pages guidelines for more information. GitHub reserves the right at all times to reclaim any GitHub subdomain without liability.

2. GitHub Learning Lab

If you decide to purchase and use the GitHub Learning Lab and associated documentation, depending on the nature of your usage, the GitHub Learning Lab Terms and Conditions found at either https://lab.github.com/organizations/terms or https://lab.github.com/terms will apply.

J. Third Party Applications

Short version: You need to follow certain rules if you create an application for Other Users, and there are additional Terms that cover the Marketplace.

1. Creating Applications

If you create a third-party application or other developer product that collects User Personal Information or User-Generated Content and integrates with the Service through GitHub's API, OAuth mechanism, or otherwise ("Developer Product"), and make it available for Other Users, then you must comply with the following requirements:

If you list a Developer Product through GitHub Marketplace, then you must agree to the GitHub Marketplace Developer Agreement, prior to submitting the project to be listed.

2. Using Third-Party Applications

You may grant a Developer Product authorization to use, access, and disclose the contents of your repositories, including your private repositories. Some Developer Products are available through GitHub Marketplace. Some Developer Products can be used for performing automated tasks, and often times multiple Users may direct the actions of a Developer Product. However, if you purchase and/or set up a Developer Product on your Account, or you are an owner of an Account with an integrated Developer Product, then you will be responsible for the Developer Product's actions that are performed on or through your Account. Please see our Privacy Statement for more information about how we share data with Developer Products.

GitHub makes no warranties of any kind in relation to Developer Products and is not liable for disclosures to third parties that you authorize to access Your Content. Your use of any third-party applications is at your sole risk.

If you buy Developer Products through GitHub Marketplace, the GitHub Marketplace Terms of Service controls your purchase. This Agreement, as well as the GitHub Marketplace Terms of Service, will govern your use of GitHub Marketplace.

K. Advertising on GitHub

Short version: We do not generally prohibit use of GitHub for advertising. However, we expect our users to follow certain limitations, so GitHub does not become a spam haven. No one wants that.

1. GitHub Pages

We offer Pages sites primarily as a showcase for personal and organizational projects. Some monetization efforts are permitted on Pages, such as donation buttons and crowdfunding links.

2. GitHub Repositories

GitHub repositories are intended to host Content. You may include static images, links, and promotional text in the README documents associated with your repositories, but they must be related to the project you are hosting on GitHub.

You may not advertise in Other Users' repositories, such as by posting monetized or excessive bulk content in issues.

3. Spamming and Inappropriate Use of GitHub

Advertising Content, like all Content, must not violate the law or these Terms of Use, for example through excessive bulk activity such as spamming. We reserve the right to remove any advertisements that, in our sole discretion, violate any GitHub terms or policies.

L. Payment

Short version: You are responsible for any fees associated with your use of GitHub. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. Pricing

Our pricing and payment terms are available at github.com/pricing (unless otherwise negotiated by both parties and stated in an order form). If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.

2. Upgrades, Downgrades, and Changes

3. Billing Schedule; No Refunds

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for GitHub.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay GitHub any charge incurred in connection with your use of the Service. If you dispute the matter, contact GitHub Support or GitHub Premium Support. You are responsible for providing us with a valid means of payment for paid Account. Free Accounts are not required to provide payment information.

M. Cancellation and Termination

Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.

1. Account Cancellation

It is your responsibility to properly cancel your Account with GitHub. You can cancel your Account at any time by going into your Settings in the global navigation bar at the top of the screen. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.

2. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.

We will not delete Content that you have contributed to Other Users' repositories or that Other Users have forked.

Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after any Account closure, suspension, or downgrade. You must make this request within 90 days of closure, suspension, or downgrade.

3. GitHub May Terminate

GitHub has the right to suspend access to all or any part of the Service at any time for violation of these Terms or to protect the integrity, operability, and security of the Website or the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, GitHub typically provides notice in the form of a banner or email on or before such suspension. GitHub will, in our discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Website and Service.

GitHub has the right to terminate your Account at any time (i) with cause, upon 30 days' advance notice, or (ii) if your Account has been suspended for more than 90 days.

4. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

N. Communications with GitHub

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to GitHub Must Be in Writing

Communications made through email or GitHub Support's messaging system will not constitute legal notice to GitHub or any of its officers, employees, agents or representatives in any situation where notice to GitHub is required by contract or any law or regulation. Legal notice to GitHub must be in writing and served on GitHub's legal agent.

3. No Phone Support

GitHub only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

O. Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

GitHub provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

GitHub does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

Unless otherwise set forth in an SOW, GitHub warrants that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. GitHub's only obligation, and your only remedy, for a breach of this warranty will be, at GitHub's option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused prepaid Fees.

P. Limitation of Liability

To the maximum extent permitted by applicable law and excluding the parties’ respective obligations as set forth in Section Q, each party's total cumulative liability under this Agreement from all causes of action and all theories of liability will not exceed the fees you've actually paid us during the 12 months preceding the claim giving rise to such liability. For products and services (including use of the Website or Service) that are provided free of charge, GitHub’s liability is limited to direct damages up to U.S. $5,000.00.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Q. Defense of Claims; Release

The parties will defend each other against the third-party claims described in this Section Q and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance, and will not settle or make any admissions with respect to a third-party claim without the other party’s prior written consent, such consent to settlements not to be unreasonably withheld. This Section Q describes the parties’ sole remedies and entire liability for such claims.

1. By GitHub

GitHub will defend you against any claim brought by an unaffiliated third party to the extent it alleges your authorized use of the Website or the Service infringes a copyright, patent, or trademark or misappropriates a trade secret of any third party (each, a “Claim”). If GitHub is unable to resolve a Claim under commercially reasonable terms, it may, at its option, either: (a) modify, repair, or replace the Website or the Service (as applicable); or (b) terminate your subscription and refund any prepaid, unused subscription fees. GitHub will have no obligation under this Section Q for any Claim arising from: (i) the modification of the Website or the Service or the combination, operation, or use of the Website or the Service with equipment, devices, software, systems, or data, other than as expressly authorized by this Agreement (including the Documentation); (ii) your failure to stop using the Website or the Service after receiving notice to do so; (iii) your obligations under Section Q.2; or (iv) products or services (including use of the Website or the Service) that are provided by GitHub free of charge (collectively, “Indemnity Exclusions”). For purposes of GitHub’s obligation under this Section Q.1, the Website and the Service include open source components incorporated by GitHub therein.

2. By Customer

Customer will defend GitHub against any claim brought by an unaffiliated third party arising from: (i) Content that you upload to the Website or the Service; (ii) any third-party-branded equipment, devices, software, systems, or data you combine, operate, or use with the Website or the Service; or (iii) any violation of Section C (Acceptable Use).

3. Disputes with Other Users

If you have a dispute with one or more Users, you release GitHub from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

R. Confidentiality

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether in writing, orally or by other means, designated as confidential or that the receiving party knows or reasonably should know, under the circumstances surrounding the disclosure and the nature of the information, is confidential to the disclosing party. Confidential Information includes the Content stored in your private repositories. For the avoidance of doubt, no content posted on the Website or the Service will be considered Confidential Information unless such content is stored solely in your private repositories on the Website or Service.

2. Exclusions

Confidential Information does not include any information that (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; (iv) the receiving party independently develops without access to or use of the other party's Confidential Information; or (v) is subject to Section C.5 or has been stored or posted on the Website or Service and outside of your private repositories.

3. Restrictions on Use and Disclosure

Neither party will use the other party's Confidential Information, except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, "Representatives") who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section R, and (iii) are informed of the restrictions on use and disclosure set forth in this Section R. Each party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable such party to contest such order or requirement. The restrictions set forth in this Section R.3 will survive the termination or expiration of this Agreement.

S. Professional Services

Upon your request for Professional Services, GitHub will provide a statement of work detailing such Professional Services. Each SOW is binding upon execution by the Parties and any Professional Services will be governed by the terms of the applicable SOW and this Agreement. In the event of any conflict between the terms of this Agreement and any SOW, the terms of this Agreement will control. GitHub will perform the Professional Services described in each SOW according to the timeframes set forth in such SOW. GitHub will control the manner and means by which the Professional Services are performed and reserves the right to determine which personnel is/are assigned to perform the Professional Services. GitHub may use third parties to perform the Professional Services, provided that GitHub remains responsible for all their acts and omissions. You acknowledge and agree that GitHub retains all right, title and interest in and to anything used or developed in connection with performing the Professional Services, including, among other things, software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent GitHub delivers any of our proprietary software to you during the course of performing the Professional Services, GitHub may provide a license notice permitting your continued use of that software during the term of this Agreement, solely in conjunction with your use of the Service.

T. Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms in our Site Policy repository.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

U. Miscellaneous

1. Governing Law

If you are domiciled in the United States, Canada, Mexico, or a country in Central or South America or the Caribbean (the "Americas"), this Agreement will be governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law, and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to personal jurisdiction and venue therein. If you are domiciled outside the Americas, this Agreement will be governed by the laws of Ireland. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Notwithstanding anything to the contrary in the foregoing, GitHub may bring a claim for equitable relief in any court with proper jurisdiction.

2. Non-Assignability

GitHub may assign or delegate these Terms of Service and/or the GitHub Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your business or assets, subject to Notice to GitHub, you may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of GitHub to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of GitHub, or by the posting by GitHub of a revised version in accordance with Section T. Changes to These Terms. These Terms of Service, together with the GitHub Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and GitHub relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements.

6. Publicity

If you publicly display the name of your company or organization on your Account or otherwise publicly display its trademarks or logos on your profile page, you allow us to use your company's or organization's name to identify you as a GitHub customer in our promotional materials. You may revoke this permission by hiding your company or organization name from public display and notifying us in writing to stop using your organization's name in our promotional materials. However, GitHub will have no obligation to remove or recall any prior use or distribution of the promotional materials.

7. Questions

Questions about the Terms of Service? Contact us.

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