GitHub Sponsors Additional Terms
In this article
- 2. Acceptable Use.
- 3. Sponsored Developer Obligations.
- 4. Financial Terms.
- 5.Representations and Warranties; Limitation of Liability; Indemnification.
- 6. Term and Termination.
- 7. Miscellaneous.
Your participation in the GitHub Sponsors Program (the "Program") is subject to the GitHub Terms of Service (the "Agreement"), as well as the following additional terms ("Additional Terms"). Any use of the GitHub Sponsors Program that violates the Agreement will also be a violation of these Additional Terms. Any capitalized terms used but not defined below have the meanings in the Agreement. These Additional Terms for the GitHub Sponsors Program describe the relationship between GitHub and you, the "Sponsored Developer", for the Program. The Additional Terms are effective as of the date you accept them ("Effective Date").
"GitHub Policies" means all then-current policies and procedures of GitHub that Sponsored Developer must follow as noted in the Program, including the GitHub Community Guidelines.
"Sponsor" means the User who purchased a Subscription from or paid a Sponsorship to you through your Sponsored Developer Account.
"Sponsored Developer Account" means the account that you establish through the Program to receive payment from Sponsors.
"Sponsored Developer Content" means all content you submit to GitHub in connection with the Program, including User-Generated Content and Your Content; your brand names, trademarks, service marks, trade names, logos, or indicia of origin ("Sponsored Developer Marks"); and data associated with your Sponsored Developer Account.
"Sponsored Developer Payment" means the amount GitHub pays you for your participation in the Program as described in Section 4.
"Sponsorship" means a payment paid to you through the Program and the Service.
"Subscription" means a recurring monthly Sponsorship in exchange for goods, services, or other offers you provide to Sponsors.
"USD" means United States Dollar.
2. Acceptable Use.
You comply with the Acceptable Use section in the Agreement and the GitHub Policies. You also will not under any circumstances allow payments or raise funds involving:
fraud, ransom, violations of intellectual property, or other illegal purposes;
misrepresentation or deception related to the reasons you're raising funds or requesting sponsorship;
the purchase or sale of ICOs, utility tokens, or other types of cryptocurrency;
the purchase or sale of securities, equity, or other types of investment offers;
the sale of personal information, or the processing of personal information in violation of any laws;
lotteries, raffles, gambling, pyramid schemes, "get rich quick schemes", deceptive marketing schemes, "donation for donation" schemes, or any attempts to game GitHub's or third parties' systems or services; and,
activities with, in, or involving countries, regions, governments, persons, or entities that are not permitted under U.S. and other economic sanctions under applicable law.
3. Sponsored Developer Obligations.
You will: (A) create a Sponsored Developer Account; (B) make Sponsored Developer Content available via the Program and Service; and, (C) comply with all GitHub Policies. You will be solely responsible for support, development, and maintenance of your Sponsored Developer Account and Sponsored Developer Content, and any complaints about them.
If you choose to apply for the Program, entry into the Program is contingent upon your completion of the registration process and acceptance into the Program by GitHub. In addition, you may be required to register with the payment service provider(s) selected by GitHub (such as Stripe) in order to access and use certain features of the Program. You must register with your true identity, and you agree to provide and maintain true, accurate, current and complete information about yourself as requested by the Program's registration form. Registration data and certain other information about you are governed by our Privacy Statement, as well as any privacy statement provided by our payment processor. GitHub reserves the right to refuse acceptance into the Program.
3.3. Content Monetization.
Through the Program and Service, GitHub may provide you various options to monetize your Sponsored Developer Content. Some options may require you to update certain settings in your Sponsored Developer Account. In addition, the ways in which the Program supports each monetization option may vary. If you utilize one (or more) of these options by changing the applicable settings, then you agree to the terms that apply to that option. Some monetization options may require you to provide additional information to GitHub or its service providers, or to accept additional GitHub terms or third-party terms.
3.3.1. Subscriptions. The Program provides you with the capability to offer Subscriptions. If you choose to offer Subscriptions, then GitHub will pay you the Subscription Sponsorship as provided in Section 4. You are responsible for determining the nature, content and capabilities of your Subscription offer, subject to these Additional Terms and applicable GitHub Policies.
3.3.2. Other Sponsorships. The Program or Service may provide you with the ability to accept a donation or other type of direct Sponsorship from another User without a Subscription offer. However, because GitHub does not fulfill those types of Sponsorships, you must establish a merchant account with a third-party payment service provider (e.g. Stripe) and be subject to that service provider's merchant account terms, conditions, and privacy policies. Any amounts contributed to you, donation or otherwise, will be paid directly to your merchant account, and not included in any Sponsored Developer Payments. You agree that you will not have any claim or remedy against GitHub relating to donations and any disputes relating to a donation are solely between you and the third-party payment service provider. You are responsible for compliance with any third-party payment service provider agreements, policies, and laws or regulations that may apply. GitHub may elect to provide you with information or a report on the amount of donations made to you for your convenience.
3.3.3. Advertising. While we understand that you may want to promote your Sponsors by posting their names or logos in your account, the primary focus of your Sponsored Developer Content should not be advertising or promotional marketing. In addition, you may not enter into any advertising agreement to promote any product or brand if doing so would be prohibited by the Agreement or GitHub Community Guidelines. If you decide to host any advertising or promotional materials in your Sponsored Developer Content, you are solely responsible for complying with all applicable laws and regulations, including without limitation the U.S. Federal Trade Commission's Guidelines on Endorsements and Testimonials.
4. Financial Terms.
GitHub will pay you the Sponsored Developer Payment in accordance with this Section 4, so long as you meet the Sponsored Developer Obligations in Section 4 and are not in violation of these Additional Terms. If you fail to meet these obligations for any given month, we may at our sole discretion withhold the Sponsored Developer Payment for that month. If you fail to meet or maintain the Sponsored Developer Obligations for two (2) or more months during the Term (consecutively or non-consecutively), then GitHub may terminate these Additional Terms as provided in Section 6.
4.2. Sponsored Developer Payment Calculation.
The Sponsored Developer Payment for a given month during your participation in the Program equals the sum of the Subscription proceeds, plus other proceeds from monetization options that the Sponsored Developer elects to use, as applicable, subject to the calculation methods below.
- 4.2.1. "Sponsorship Payment" means one hundred percent (100%) of GitHub's monthly gross subscription payments received on behalf of Sponsored Developer Accounts. Net subscription payments received are calculated as follows: GitHub's gross monthly Sponsorship Payments received from Subscriptions to Sponsored Developer Accounts, less all discounts, fees, taxes, amounts that GitHub did not collect or which amounts were refunded or charged back, and amounts owed to any third-party in connection with the Program with respect to Sponsored Developer Account.
4.3. Sponsored Developer Payment Exclusions.
The following amounts are not included in Sponsored Developer Payments, or may be withheld by GitHub, as applicable.
4.3.1. Sponsored Developer Expenses. You will bear all expenses you incur in connection with your performance under these Additional Terms. We will not reimburse or advance you for any expenses.
4.3.2. Taxes. GitHub intends to comply with all applicable tax information reporting and tax withholding laws that GitHub reasonably determines in its judgment apply to these payments. If taxes are required to be withheld on any amounts to be paid by GitHub to you or from amounts which are subject to tax information reporting under applicable laws, GitHub will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and, as required, will secure and deliver to you an official receipt for any such taxes withheld as required under applicable laws. GitHub will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax laws or treaties. This includes you providing to GitHub adequate information required under applicable laws, such as IRS Forms W-8, W-9, or other information to establish exemptions from withholding. You will also be responsible for complying with any third-party payment processor’s terms and conditions regarding tax withholding and reporting, if applicable. Furthermore, GitHub reserves the right to suspend payments to your account until you provide GitHub with adequate documentation or information required under applicable laws for GitHub to determine any applicable tax withholding or reporting obligations that apply to the payments under these Additional Terms or Agreement.
4.3.3. Withholding of Sponsored Developer Payment for Breach. In the event of Sponsored Developer's breach, or suspected breach, of these Additional Terms or the Agreement, GitHub reserves the right to withhold payment due to Sponsored Developer under these Additional Terms or otherwise, pending GitHub's reasonable investigation of the same. If GitHub determines, in its sole discretion, that Sponsored Developer is in breach these Additional Terms or the Agreement, GitHub may permanently withhold any amounts due to Sponsored Developer.
4.4. Payment Timing.
During the term, GitHub will remit to you all Sponsored Developer Payments received, upon reaching a minimum value of $100 USD, in a given month within 30 days after the close of that month. For newly created Sponsored Developer Accounts, GitHub will remit to you all Sponsored Developer Payment received, upon reaching a minimum value of $100 USD, in a given month within 90 days of the creation of your Sponsored Developer Account. Payments thereafter will be remited within 30 days after the close of that month, in accordance with this section. Post termination, we will remit to you all Sponsored Developer Payments received and unpaid within approximately 90 days after the end of the calendar month in which we recognize that these Additional Terms have been terminated. We are not responsible for delay or misapplication of any Sponsored Developer Payment because of incorrect or incomplete information supplied by you or a bank, or for failure of a bank to credit your account.
4.5. Payment Method.
We will remit Sponsored Developer Payments by ACH/SEPA or wire to an account that you specify subject to the thresholds, methods and timeframes provided in our then-current payment policies, which we may update from time to time. The payment method and threshold may vary depending on the country and account information you provide. We may, at our sole discretion, combine the Sponsored Developer Payment with any other payments that may be owed to you.
All references to currency are to USD. If you are outside of the United States, we may convert USD to the local currency of your address for payment, using our then-current conversion rates.
4.7. Refund Requirements.
You will be responsible for specifying the terms and conditions regarding any refunds, if any, to your Sponsors. In no event shall GitHub be responsible for providing any support for refunds, nor shall GitHub be liable for payment of any refund.
4.8. Requested Payment Information.
To pay you, you must provide us with complete and accurate financial, tax, and banking information that we request (for example, by means of account creation or setup, or otherwise). We will notify you, by any means of communication, of changes to what information is required. If you fail to accurately provide (or accurately maintain) such information, (a) we can deduct from your Sponsored Developer Payment any related bank fees, and (b) we can terminate these Additional Terms and you may forfeit any amounts owed to you by GitHub.
5.Representations and Warranties; Limitation of Liability; Indemnification.
5.1. By Sponsored Developer.
Sponsored Developer represents and warrants that:
you have the authority to enter into and fully perform these Additional Terms;
your execution and performance of these Additional Terms will not violate any other agreement or obligation between you and any third party;
Sponsored Developer Content does not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property;
you will comply with all laws and regulations, and your Sponsored Developer Content is not illegal and does not violate any laws or regulations.
5.2. Disclaimer of Warranties; Limitation of Liability; Indemnification.
YOU EXPLICITLY AGREE THAT SECTIONS O (DISCLAIMER OF WARRANTIES), P (LIMITATION OF LIABILITY), AND Q (RELEASE AND INDEMNIFICATION) OF THE AGREEMENT APPLY TO THESE ADDITIONAL TERMS.
6. Term and Termination.
These Additional Terms commence on the Effective Date and remain in effect as long as you participate in the Program.
GitHub may suspend your Sponsored Developer Account immediately if you violate these Additional Terms or the Agreement in any way, or if you are placed on a restricted trade list or located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). Failure to correct or cure the cause for suspension may result in the termination of your Sponsored Developer Account.
Either party may terminate these Additional Terms and your Sponsored Developer Account at any time with or without cause, with or without notice. If you breach these Additional Terms or the Agreement, we may, but are not obligated to, offer you a period of time to cure the breach.
6.4. Effect of Termination.
If either Party terminates under Section 6.3, GitHub’s sole obligation will be to pay Sponsored Developer the amount of the Sponsored Developer Payment accrued up until the date of termination, unless such payments are prohibited by law.
7.1. Entire Agreement.
These Additional Terms, together with the Agreement, the GitHub Policies, the GitHub Privacy Statement, and any additional terms for different monetization options represent the entire agreement between you and GitHub.
7.2. Changes to the Terms.
We reserve the right, at our sole discretion, to amend these Additional Terms at any time We will notify you of material changes to these Additional Terms, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. Your continued participation in the Program constitutes agreement to our revisions of these Additional Terms. You can view all changes to these Terms in our Site Policy repository.
7.3. Third Party Beneficiaries.
Except as expressly stated, no person, firm, group or corporation other than the parties will be deemed to have acquired any rights by reason of anything contained in these Additional Terms.
7.4. Independent Contractors.
The parties are independent contractors. Neither party is an employer, employee, agent, partner or legal representative of the other for any purpose and neither has any right, power or authority to create any obligation or responsibility on the behalf of the other.
We can issue a press release or other public communication related to your participation in the Program.