From 9fdfde9a693adbfc0c5633937465171bb3a422c3 Mon Sep 17 00:00:00 2001 From: Alexander Petree Date: Fri, 30 Jun 2023 13:24:35 -0700 Subject: [PATCH] Suggested github-corporate-terms-of-service.md Pull-request --- .../github-corporate-terms-of-service.md | 847 +++++++++++++----- 1 file changed, 600 insertions(+), 247 deletions(-) diff --git a/content/site-policy/github-terms/github-corporate-terms-of-service.md b/content/site-policy/github-terms/github-corporate-terms-of-service.md index 7d5a947af92d..f0263e1c05a9 100644 --- a/content/site-policy/github-terms/github-corporate-terms-of-service.md +++ b/content/site-policy/github-terms/github-corporate-terms-of-service.md @@ -1,256 +1,609 @@ ---- -title: GitHub Corporate Terms of Service -redirect_from: - - /articles/github-corporate-terms-of-service - - /github/site-policy/github-corporate-terms-of-service -versions: - fpt: '*' -topics: - - Policy - - Legal ---- - -_These terms apply to GitHub.com customers who have executed agreements in place referencing the Corporate Terms of Service. All other business or institution customers are directed to [github.com/customer-terms](https://github.com/customer-terms) for current terms._ - -## GitHub Corporate Terms of Service - -Version Effective Date: November 16, 2020 - -This Agreement applies to the following GitHub offerings, as further defined below (collectively, the **“Products”**): -- The Service; -- Any Beta Previews; -- Any related Support; and -- Any related Professional Services. - -## A. Definitions - -**“Affiliate”** means 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. - -**“Agreement”** means, collectively, all the terms, conditions, notices contained or referenced in this document and all other operating rules, policies and procedures that GitHub may publish from time to time on the Service. GitHub's site policies are available at [https://docs.github.com/categories/site-policy](/site-policy). - -**“All Users”** means, collectively, Customer’s Users and External Users who use the Service. - -**“Americas”** means the United States, Canada, Mexico, or a country in Central or South America or the Caribbean. - -**"Beta Previews"** mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings. - -**"Confidential Information"** means all non-public information disclosed by either Party to the others, 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. For the avoidance of doubt, no Content posted on the Service will be considered Confidential Information except for Customer Content stored solely in Customer’s Private Repositories. 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 or has been stored or posted on the Service and outside of Customer’s Private Repositories. - -**"Content"** means, without limitation, code, text, data, articles, images, packages, photographs, graphics, software, applications, designs, features, and other materials that are featured, displayed, or otherwise made available through the Service. - -**"Corporate Account"** means an account created by a User on behalf of an entity. - -**"Customer"** means the company or organization that has entered into this Agreement with GitHub by clicking on the "I AGREE" or similar button or by accessing the Products. - -**"Customer Content"** means Content that Customer creates, owns, or to which Customer holds the rights. - -**"Documentation"** means any manuals, documentation and other supporting materials relating to the Products that GitHub provides or makes available to Customer. - -**"Effective Date"** is the earlier of the date on which Customer (i) clicks “I agree” to the terms and conditions of this Agreement, or (ii) first places an order for the Products. - -**"External User"** means an individual, not including Customer’s Users, who visit or use the Service. - -**"Feedback"** means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on GitHub products or services. - -**"Fees"** means the fees Customer is required to pay GitHub to (i) use the Products during the applicable Term or (ii) receive Professional Services, as such fees are reflected on an Order Form or SOW. - -**“Fork”** means to copy the Content of one repository into another repository. - -**“GitHub”** means GitHub, Inc., its Affiliates, and its Representatives. - -**"GitHub Content"** means Content that GitHub creates, owns, or to which it holds the rights. - -**“Machine Account”** means an account registered by an individual human who accepts the applicable terms of service on behalf of the Machine Account, provides a valid email address, and is responsible for its actions. A Machine Account is used exclusively for performing automated tasks. Multiple Users may direct the actions of a Machine Account, but the owner of the account is ultimately responsible for the machine's actions. - -**"Order Form"** means written or electronic documentation (including a quote) that the Parties may use to order the Products. - -**“Organization”** means a shared workspace 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 can be a member of more than one Organization. - -**“Private Repository”** means a repository which allows a User to control access to Content. - -**"Professional Services"** means training, consulting, or implementation services that GitHub provides to Customer pursuant to a mutually executed SOW. Professional Services do not include Support. - -**"Professional Services Credits"** means the upfront payment method for purchasing Professional Services (exclusive of travel and lodging expenses) that Customer may use over a period of twelve (12) months (unless otherwise stated in an Order Form) for Professional Services. Any Professional Services Credits that remain unused at the end of twelve (12) months from the date of purchase (or as otherwise stated in an Order Form) are automatically canceled and are non-refundable. - +GitHub Corporate Terms of Service +/ +articles +/ +github-corporate-terms-of-service +/ +github +/ +site-policy +/ +github-corporate-terms-of-service +'*'Policy Legal +These terms apply to GitHub.com +customers who have executed agreements +in referencing the Corporate Terms of Service +All other business or institution customers are +directed to +[github.com/customer-terms] +(https://github.com/customer-terms) +for current terms +GitHub Corporate Terms of Service +Version Effective Date: 2023-JUNE-30 +This Agreement applies to the following +GitHub offerings +as further defined below +The Service +Beta Previews +Support +Professional Services. +##Definitions +**“Affiliate”** means +entity that directly +with a party where +"control" means having +the right to direct the management of the entity +**“Agreement”** means +all conditions +referenced in this document +and +all operating rules +policies +procedures that GitHub may publish from time to time on the Service +GitHub's site policies are available +at [https://docs.github.com/categories/site-policy] +(/site-policy) +**“All Users”** means +Customers +Users +External Users +who use the Service +**“Americas”** means +United States +Canada +Mexico +Central +South America +the Caribbean. +**"Beta Previews"** mean +software +services +features +identified as early access +evaluation +**"Confidential Information"** means +nonpublic information disclosed between +either Party to the other +whether written +orally +by other means +designated as confidential +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 +For the avoidance of doubt +Content posted on the Service will be Confidential Information +Confidential Information does not include information that +( +i +) +becomes publicly known through the receiving party +( +ii) +was rightfully known to the receiving Party without +proprietary restriction from a source other than the +disclosing party who has a right to disclose it +( +iii +) +approved by disclosing Party for disclosure without restriction +in a written document which is signed by duly authorized officer +of disclosing Party +( +iv +) +the receiving Party independently develops +without access to +use of the other Partys Confidential Information +( +v +) +is stored +posted on the Service +outside of Customers Private Repositories +**"Content"** means +code +text +data +articles +images +packages +materials that are featured +displayed +or made available through the Service +**"Corporate Account"** means +account created by a User +**"Customer"** means +the company that has entered +this Agreement with GitHub +by accessing the Products +**"Customer Content"** means +Content that Customer +holds the rights +**"Documentation"** means +documentation relating to the Products that GitHub +provides to Customer +**"Effective Date"** + the date on which Customer +first places an order for the Products +**"External User"** means +individual, not including Customer who visit or use the Service. +**"Feedback"** means +ideas +recommendations on GitHub products or services +**"Fees"** means +use the Products during the applicable Term +receive Professional Services +fees are reflected on Order Form or SOW +**“Fork”** means +copy Content of +one repository into +another repository +**“GitHub”** means +GitHub Inc +Affiliates +**"GitHub Content"** means +Content that GitHub holds the rights. +**“Machine Account”** means +A Machine Account is used exclusively for performing automated tasks +**"Order Form"** means +written or electronic form +used to order the Products +**“Organization”** means +workspace that may be associated +with one or more Users where +Users can collaborate across +projects +A User can be a member +of more than one Organization +**“Private Repository”** means +a repository which allows a User to +control access to Content that is private +**"Professional Services"** means +training +consulting +implementation services +GitHub provides +Customer pursuant +a mutual SOW +Professional Services +include Support +**"Professional Services Credits"** means +the payment method for purchasing Professional Services +( +exclusive of travel +lodging expenses +) +that Customer may use over +period of twelve months +for Professional Services +Professional Services Credits unused +at the end of +twelve months from date of purchase +are canceled and are refundable **“Public Repository”** means a repository whose Content is visible to All Users. - -**"Representatives"** means a Party’s employees, officers, agents, independent contractors, consultants, and legal and financial advisors. - -**“Scraping”** means extracting data from the Service via an automated process, such as a bot or webcrawler, and does not include the collection of information through GitHub's API. - -**"Service"** means GitHub's hosted service and any applicable Documentation. - -**"SOW"** means a mutually executed statement of work detailing the Professional Services GitHub will perform, any related Fees, and each party's related obligations. - -**"Subscription License"** means the license assigned to each User to install, operate, access, and use the Service on Customer’s behalf. Customer may only assign one Subscription License per User across its Organizations. For clarity, once Customer assigns a Subscription License to a User, Customer is prohibited from bifurcating the Subscription License so that one User can use a Subscription License on one Organization while another User uses the same Subscription License on another Organization. - -**“Support”** means technical support for the Service that GitHub may provide. - -**"User"** means an individual or Machine Account who (a) accesses or uses the Service, (b) accesses or uses any part of Customer’s account; or (c) directs the use of Customer’s account in the performance of functions, in each case on Customer’s behalf. The number of Users should not exceed the number of Subscription Licenses that Customer has purchased. - -**“User-Generated Content”** means Content created or owned by a third party or External User. - +**"Representatives"** means +employees +officers +agents +independent contractors +consultants +**“Scraping”** means +extracting data from the Service via automated process +such as +bot or webcrawler +does not include +collection of information through GitHubs API +**"Service"** means +GitHubs hosted service +applicable Documentation +**"SOW"** means +statement of work +detailing the Professional Services GitHub will perform +related Fees +each partys obligations +**"Subscription License"** means +the license +to install +operate +access +For clarity +Customer is prohibited +from SHARING Subscription License +one Organization uses the same +Subscription License on another Organization +**“Support”** means +technical support for Service that GitHub may provide +**"User"** means +an individual Account who +uses the Service +**“UserContent”** means +Content created +owned by User ## B. Account Terms - -### 1. Account Controls. - -- _Users._ Customer acknowledges that Users retain ultimate administrative control over their individual accounts and the Content within them. [GitHub's Standard Terms of Service](/site-policy/github-terms/github-terms-of-service) govern Users' use of the Service, except with respect to Users' activities under this Section B. - -- _Organizations._ Customer retains ultimate administrative control over any Organization created on Customer’s behalf and User-Generated Content posted to the repositories within its Organization(s), subject to this Section B. This Section B will govern the use of Customer’s Organization(s). - -### 2. Account Requirements - -In order to create an account, Customer must adhere to the following: - -- Customer must not create an account for use of any person under the age of 13. If GitHub learns of any User under the age of 13, it will terminate that User's account immediately. If Customer or its User(s) are located in a country outside the United States, that country's minimum age may be older; in such a case, Customer is responsible for complying with that country's laws. - -- A User’s login may not be shared by multiple people. - -- Customer must not use the Products (a) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction; (b) if it is located in or ordinarily resident in a country or territory subject to comprehensive to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC); or (c) if it is or is working on behalf of a [Specially Designated National (SDN)](https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) or a person subject to similar blocking or denied party prohibitions. For more information, please see our [Export Controls policy](/site-policy/other-site-policies/github-and-trade-controls). - -### 3. Account Security - -Customer is responsible for: (i) all Content posted and activity that occurs under its Corporate Account; (ii) maintaining the security of its account login credentials; and (iii) [promptly notifying GitHub](https://github.com/contact) upon becoming aware of any unauthorized use of, or access to, the Service through its account. GitHub will not be liable for any loss or damage from Customer’s failure to comply with this Section B. - -### 4. Third Party Terms - -In some situations, third parties' terms may apply to Customer's use of GitHub. For example, Customer may be a member of an Organization with its own terms or license agreements; Customer may download an application that integrates with the Service; or Customer may use the Service to authenticate to another service. While this Agreement is GitHub’s full agreement with Customer, other parties' terms govern their relationships with Customer. - -### 5. U.S. Federal Government Terms - -If Customer is a U.S. government entity or otherwise accessing or using the Service in a government capacity, the [U.S. Federal Government Amendment](/site-policy/site-policy-deprecated/amendment-to-github-terms-of-service-applicable-to-us-federal-government-users) applies, and Customer agrees to its provisions. - -### 6. Enterprise Cloud Service Level Agreement - -GitHub’s quarterly uptime commitment for GitHub Enterprise Cloud is provided in the [Enterprise Service Level Agreement](/site-policy/site-policy-deprecated/github-enterprise-service-level-agreement). If Customer signed up for GitHub Enterprise Cloud, then Customer will be entitled to a service credit if GitHub does not meet its service level. - +Customer acknowledges that +their individual account +Content within them +[GitHub's Standard Terms of Service] +(/site-policy/github-terms/github-terms-of-service) + use of the Service + except with respect to Users activities + Organizations + Customer created +and User Content posted to the repositories +within Organization +Account Requirements +In order to create an account +Customer must not create an account +for use of any person under +age of 13 +If GitHub learns of any User under +the age of 13 +it will terminate that account immediately +If its User +( +s +) +are located in a country +outside the United States +in such a case +Customer is responsible for complying with that countrys laws +A User’s login may not be shared by multiple people +Customer must not use the Products in violation of +export or sanctioned laws of the United States +or any other applicable jurisdiction +if resident in a country +or +territory subject to comprehensive sanctions +administered by the U.S. Office of Foreign Assets +Control (OFAC) +if it is or is working on behalf of a +[Specially Designated National (SDN)] +(https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) +or a person subject to similar blocking or denied party prohibitions +For more information +please see our +[Export Controls policy] +(/site-policy/other-site-policies/github-and-trade-controls) + Account Security +Customer is responsible for +Content posted +activity that occurs under Corporate Account +maintaining the security of its account login credentials +[promptly notifying GitHub] +(https://github.com/contact) +upon becoming aware of any unauthorized use of +access the Service through its account +GitHub will not be liable for any +loss +damage +Third Party Terms +GitHub Customer may be a member of an Organization +with own terms +license agreements +Customer may download an application that integrates +with the Service +Customer may use the Service to authenticate another service +While this Agreement other parties terms +govern their relationships with Customer. +U.S. Federal Government Terms +If Customer is a U.S. government entity +accessing or using the Service in a +government capacity +the [U.S. Federal Government Amendment] +(/site-policy/site-policy-deprecated/amendment-to-github-terms-of-service-applicable-to-us-federal-government-users) +applies +and Customer agrees to its provisions +Enterprise Cloud Service Level Agreement +GitHubs quarterly uptime commitment for GitHub +Enterprise Cloud is provided in the +[Enterprise Service Level Agreement] +(/site-policy/site-policy-deprecated/github-enterprise-service-level-agreement) +If Customer signed up for GitHub Enterprise Cloud +then Customer will be entitled to a service credit +if GitHub does not meet its service level ## C. Compliance with Laws; Acceptable Use; Privacy - -### 1. Compliance with Laws and Regulations - -Customer’s use of the Products must not violate any applicable laws, including copyright or trademark laws, export control laws, or regulations in its jurisdiction. - -### 2. Acceptable Use - -Customer’s use of the Service must comply with [GitHub's Acceptable Use Policies](/site-policy/acceptable-use-policies/github-acceptable-use-policies) and [GitHub’s Community Guidelines](/site-policy/github-terms/github-community-guidelines). Customer must not use the Service in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. - -### 3. Privacy - -The [GitHub Privacy Statement](/site-policy/privacy-policies/github-privacy-statement) and the [GitHub Data Protection Agreement](https://github.com/customer-terms) provide detailed notice of GitHub's privacy and data use practices as well as GitHub's processing and security obligations with respect to Customer Personal Data. Any person, entity, or service collecting data from the Service must comply with the GitHub Privacy Statement, particularly in regards to the collection of personal data (as defined in the GitHub Privacy Statement). If Customer collects any personal information from GitHub, Customer will only use it for the purpose for which the External User has authorized it. Customer will reasonably secure any such Personal Information, and Customer will respond promptly to complaints, removal requests, and "do not contact" requests from GitHub or External Users. - + Compliance with Laws and Regulations +Customer use of the Products must not violate +applicable laws +including copyright +trademark laws +export laws +regulations in +jurisdiction +Acceptable Use +Customers use of the Service must +comply with +[GitHubs Acceptable Use Policies] +(/site-policy/acceptable-use-policies/github-acceptable-use-policies) +[GitHub’s Community Guidelines] +(/site-policy/github-terms/github-community-guidelines) +Customer must not use the Service in any jurisdiction for +unlawful +obscene +offensive +fraudulent Content +activity +causing harm +interfering with +violating the integrity +security of a network or system +evading filters +sending unsolicited +abusive +deceptive messages +viruses +harmful code +Privacy +The [GitHub Privacy Statement] +(/site-policy/privacy-policies/github-privacy-statement) +[GitHub Data Protection Agreement] +(https://github.com/customer-terms) +provide detailed notice of GitHubs privacy +data use practices +GitHubs processing +security obligations with +respect to Customer Personal Data +Any person +service collecting data +from the Service must comply with +GitHub Privacy Statement +in regards to the collection of personal data +(as defined in the GitHub Privacy Statement) +If Customer collects any personal information from GitHub +Customer will only use it for the purpose for which the +User has authorized it +Customer will reasonably secure any such Personal Information +will respond promptly to complaints +removal requests +"do not contact" requests from GitHub or Users ## D. Content Responsibility; Ownership; License Rights - -### 1. Responsibility for User-Generated Content - -Customer may create or upload User-Generated Content while using the Service. Customer is solely responsible for any User-Generated Content that it posts, uploads, links to or otherwise make available via the Service, regardless of the form of that User-Generated Content. GitHub is not responsible for any public display or misuse of User-Generated Content. - -### 2. Ownership of Content, Right to Post, and License Grants - -Customer retains ownership of Customer Content that Customer creates or owns. Customer acknowledges that it: (a) is responsible for Customer Content, (b) will only submit Customer Content that Customer has the right to post (including third party or User-Generated Content), and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts. -Customer grants the rights set forth in Sections D.3 through D.6, free of charge and for the purposes identified in those sections until such time as Customer removes Customer Content from GitHub servers, except for Content Customer has posted publicly and that External Users have Forked, in which case the license is perpetual until such time as all Forks of Customer Content have been removed from GitHub servers. If Customer uploads Customer Content that already comes with a license granting GitHub the permissions it needs to run the Service, no additional license is required. - -### 3. License Grant to Us - -Customer grants to GitHub the right to store, archive, parse, and display Customer Content, and make incidental copies, only as necessary to provide the Service, including improving the Service over time. This license includes the right to copy Customer Content to GitHub's database and make backups; display Customer Content to Customer and those to whom Customer chooses to show it; parse Customer Content into a search index or otherwise analyze it on GitHub's servers; share Customer Content with External Users with whom Customer chooses to share it; and perform Customer Content, in case it is something like music or video. These rights apply to both public and Private Repositories. This license does not grant GitHub the right to sell Customer Content. It also does not grant GitHub the right to otherwise distribute or use Customer Content outside of our provision of the Service, except that as part of the right to archive Customer Content, GitHub may permit our partners to store and archive Customer Content in public repositories in connection with the GitHub Arctic Code Vault and GitHub Archive Program. Customer grants to GitHub the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to provide the Service. - -### 4. License Grant to External Users - + Responsibility for User-Generated Content +Customer may +create +upload UserGenerated Content +while using the Service +Customer is responsible for any +UserGenerated Content that it posts +regardless of the form of that UserGenerated Content + Ownership of Content, Right to Post, and License Grants +Customer retains ownership of Customer Content +that Customer creates +Customer acknowledges that +is responsible for Content +will only submit Content that User has the right to post +Customer will fully comply with any licenses relating to +Customer Content that Customer posts. +Customer grants the rights set forth +for the purposes identified in those sections until such +time as Customer removes Customer Content from GitHub servers +except +for Content Customer has posted publicly +Users have Forked +until such time as all Forks of Customer +Content have been removed from GitHub servers +If Customer uploads Customer Content that already comes with +license granting GitHub the permissions it needs to run the Service +no additional license is required +License Grant to Us +Customer grants to GitHub the right to store +archive +parse +and display Customer Content +and make incidental copies +only as necessary to provide the Service +including improving the Service over time +This license includes the right to copy Customer +Content to GitHub's database and make backups +display Customer Content to Customer and those +to whom Customer chooses to show it +parse Customer Content into a search index or otherwise analyze it on GitHubs servers +share Customer Content with External Users with whom Customer chooses to share it +and perform Customer Content +in case it is something like music or video +These rights apply to both public and Private Repositories +This license does not grant GitHub the right to sell Customer Content +It also does not grant GitHub the right to otherwise distribute or use +Customer Content outside of our provision of the Service +except that as part of the right to archive Customer Content +GitHub may permit our partners to store and archive Customer +Content in public repositories in connection with the GitHub Arctic Code Vault +and GitHub Archive Program +Customer grants to GitHub the rights it needs to use Customer Content without +attribution and to make reasonable adaptations of Customer Content +as necessary to provide the Service +License Grant to External Users Any Content that Customer posts publicly, including issues, comments, and contributions to External Users' repositories, may be viewed by others. By setting its repositories to be viewed publicly, Customer agree to allow External Users to view and Fork Customer’s repositories. If Customer sets its pages and repositories to be viewed publicly, Customer grants to External Users a nonexclusive, worldwide license to use, display, and perform Customer Content through the Service and to reproduce Customer Content solely on the Service as permitted through functionality provided by GitHub (for example, through Forking). Customer may grant further rights to Customer Content if Customer adopts a license. If Customer is uploading Customer Content that it did not create or own, Customer is responsible for ensuring that the Customer Content it uploads is licensed under terms that grant these permissions to External Users - -### 5. Contributions Under Repository License - -Whenever Customer adds Content to a repository containing notice of a license, it licenses that Content under the same terms and agrees that it has the right to license that Content under those terms. If Customer has a separate agreement to license that Content under different terms, such as a contributor license agreement, that agreement will supersede. - -### 6. Moral Rights - -Customer retains all moral rights to Customer Content that it uploads, publishes, or submits to any part of the Service, including the rights of integrity and attribution. However, Customer waives these rights and agrees not to assert them against GitHub, solely to enable GitHub to reasonably exercise the rights granted in Section D, but not otherwise. - -## E. Private Repositories - -### 1. Control - -Customer is responsible for managing access to its Private Repositories, including invitations, administrative control of Organizations and teams, and of access. - -### 2. Confidentiality - -GitHub considers Customer Content in Customer’s Private Repositories to be Customer’s Confidential Information. GitHub will protect and keep strictly confidential the Customer Content of Private Repositories in accordance with Section P. - -### 3. Access - -GitHub personnel may only access Customer's Private Repositories in the situations described in our [Privacy Statement](/site-policy/privacy-policies/github-privacy-statement#repository-contents). - -Customer may choose to enable additional access to its Private Repositories. For example, Customer may enable various GitHub services or features that require additional rights to Customer Content in Private Repositories. These rights may vary depending on the service or feature, but GitHub will continue to treat Customer Content in Customer’s Private Repositories as Customer’s Confidential Information. If those services or features require rights in addition to those it needs to provide the Service, GitHub will provide an explanation of those rights. - -Additionally, we may be [compelled by law](/site-policy/privacy-policies/github-privacy-statement#for-legal-disclosure) to disclose the contents of your private repositories. - -GitHub will provide notice regarding our access to private repository content, unless [for legal disclosure](/site-policy/privacy-policies/github-privacy-statement#for-legal-disclosure), to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security. - -## F. Intellectual Property Notice - -### 1. GitHub's Rights to Content - -The look and feel of the Service is copyright © GitHub, Inc. All rights reserved. Customer 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 Customer would like to use GitHub's trademarks, Customer must follow all of GitHub's trademark guidelines, including those on GitHub's [logos page](https://github.com/logos). - -### 3. License to GitHub Policies - -This Agreement is licensed under the [Creative Commons Zero license](https://creativecommons.org/publicdomain/zero/1.0/). For details, see our [site-policy repository](https://github.com/github/site-policy#license). - -### 4. Copyright Infringement and DMCA Policy - -If Customer is a copyright owner and believes that Content on the Service violates Customer’s copyright, Customer may notify GitHub in accordance with GitHub's [Digital Millennium Copyright Act Policy](/site-policy/content-removal-policies/dmca-takedown-policy) via the [DMCA form](https://github.com/contact/dmca) or by emailing copyright@github.com. - -### 5. Intellectual Property Rights Reserved - -As between the Parties, GitHub owns all right, title and interest, including all intellectual property rights, in and to the Products. GitHub reserves all rights in and to the Products not expressly granted to Customer under this Agreement. - -## G. GitHub Additional Product Terms - -Some Service features may be subject to additional terms as set forth in the [GitHub Additional Product Terms](/site-policy/github-terms/github-terms-for-additional-products-and-features). By accessing or using these features, Customer agrees to the GitHub Additional Product Terms. - -## H. Subscription Licenses - -Subscription Licenses are granted on a per User basis and multiple Users may not use the same Subscription License. Customer may reassign a Subscription License to a new User only after ninety (90) days from the last reassignment of that same Subscription License, unless the reassignment is due to (i) permanent hardware failure or loss, (ii) termination of the User’s employment or contract, or (iii) temporary reallocation of Subscription Licenses to cover a User’s absence. When Customer reassigns a Subscription License from one User to another, Customer must block the former User’s access to the Subscription License and Customer’s Organizations. - -## I. Affiliates - -Customer’s Affiliates are authorized to use the Products in accordance with this Agreement, so long as Customer remains fully responsible for their access and use of the Products. - -## J. Payment - -### 1. Pricing; Fees - -**Payment Terms** Our pricing is available at [github.com/pricing](https://github.com/pricing) (unless otherwise negotiated by the parties and stated in an Order Form). Customer agrees to pay the Fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. Customer must pay the Fees within thirty (30) days of the GitHub invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If Customer fails to pay any Fees on time, GitHub reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on GitHub's net income) that are imposed or become due in connection with this Agreement. - -**Usage-Based Billing** Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. Monthly payment for these purchases will be charged on a periodic basis in arrears, provided that for invoiced customers, paid Service features are billed in advance. See [GitHub Additional Product Terms for details](/site-policy/github-terms/github-terms-for-additional-products-and-features). - -### 2. Purchasing Additional Subscription Licenses - -Customer may obtain additional Subscription Licenses under this Agreement by submitting a request through the Service or via its sales team. If Customer purchases the additional Subscription Licenses, Customer must pay the then-currently applicable Fees for them, prorated for the balance of the applicable Subscription Term. Upon renewal of Customer’s Subscription Licenses for another Subscription Term, GitHub will invoice all Subscription Licenses at once on an annual basis unless otherwise specified in an Order Form. - -### 3. Professional Services Credits. - -If Customer uses Professional Services Credits to pay for Professional Services, then upon Customer’s receipt of an SOW, the applicable Professional Services Credits will be deducted from Customer’s Professional Services Credits balance. Customer is responsible for ensuring that its purchase order issued to GitHub for the Professional Services reflects the pricing set forth in the SOW. If there is any difference in pricing listed in the SOW and the pricing listed in Customer’s purchase order, the pricing in the SOW will control. The Parties agree that SOWs payable via Professional Services Credits do not have to be signed by either Party to be valid and enforceable. All Professional Services Credits must be used within the time set forth in the Order Form or will automatically be canceled and are non-refundable. Customer may not apply Professional Services Credits to travel and lodging expenses, which must be invoiced separately. - -### 4. Authorization - -Customer authorizes GitHub to charge the on-file credit card, PayPal account, or other approved methods of payment for Fees. - -## K. Term; Termination; Suspension - -### 1. Term - -This Agreement starts on the Effective Date and will continue in effect until terminated by a Party in accordance with this Section K. - -### 2. Termination for Convenience; Account Cancellation - -Either Party may terminate an Order Form (if applicable) or this Agreement, without cause, upon at least thirty (30) days' prior written notice. If Customer elects to terminate an Order Form or Agreement, it is Customer's responsibility to properly cancel its account with GitHub by going into Settings in the global navigation bar at the top of the screen. GitHub cannot cancel accounts in response to an email or phone request. - -### 3. Termination for Material Breach +Contributions Under Repository License +Whenever Customer adds Content to a repository containing notice of a license +it licenses that Content under the same terms and agrees that it has the right to +license that Content under those terms +If Customer has a separate agreement to license that Content under different terms +such as a contributor license agreement +that agreement will supersede +Moral Rights +Customer retains all moral rights to Customer Content that it uploads +publishes +or +submits to any part of the Service +including the rights of integrity and attribution +Private Repositories +Customer is responsible for managing access to its Private Repositories +including invitations +administrative control of Organizations +and teams +and of access +Confidentiality +GitHub considers Customer Content in Customers Private Repositories +to be Customers Confidential Information +GitHub will protect and keep strictly confidential +Customer Content of Private Repositories +in accordance with Section P +Access +GitHub personnel may only access Customers Private Repositories +in the situations described in our +[Privacy Statement] +(/site-policy/privacy-policies/github-privacy-statement#repository-contents) +Customer may choose to enable additional access to its Private Repositories +For example +Customer may enable various GitHub services or +features that require additional rights to Customer Content in Private Repositories +These rights may vary depending on the service or feature, but GitHub will continue +to treat Customer Content in Customers Private Repositories as Customers +Confidential Information +If those services or features require rights in addition to those it needs to +provide the Service +GitHub will provide an explanation of those rights +Additionally +we may be +[compelled by law] +(/site-policy/privacy-policies/github-privacy-statement#for-legal-disclosure) +to disclose the contents of your private repositories +GitHub will provide notice regarding our access to private repository content +unless +[for legal disclosure] +(/site-policy/privacy-policies/github-privacy-statement#for-legal-disclosure) +to comply with our legal obligations +or where otherwise bound by requirements under law +for automated scanning +or if in response to a security threat or other risk to security +Intellectual Property Notice +GitHub's Rights to Content +The look and feel of the Service is +copyright © GitHub Inc +All rights reserved +Customer 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 +GitHub Trademarks and Logos +If Customer would like to use GitHubs trademarks +Customer must follow all of GitHubs trademark guidelines +including those on GitHubs [logos page] +(https://github.com/logos) +License to GitHub Policies +This Agreement is licensed +under the +[Creative Commons Zero license] +(https://creativecommons.org/publicdomain/zero/1.0/) +For details see our +[site-policy repository] +(https://github.com/github/site-policy#license). +Copyright Infringement and DMCA Policy +If Customer is a copyright owner and believes that +Content on the Service violates Customers copyright +Customer may notify GitHub in accordance with +GitHubs +[Digital Millennium Copyright Act Policy] +(/site-policy/content-removal-policies/dmca-takedown-policy) +via the +[DMCA form] +(https://github.com/contact/dmca) +or by emailing copyright@github.com +Intellectual Property Rights Reserved +As between the Parties, GitHub owns all right +title and interest +including all intellectual property rights +in and to the Products +GitHub reserves all rights in and to the Products +not expressly granted to Customer under this Agreement +GitHub Additional Product Terms +Some Service features may be subject to additional +terms as set forth in the +[GitHub Additional Product Terms] +(/site-policy/github-terms/github-terms-for-additional-products-and-features) +By accessing or using these features +Customer agrees to the GitHub Additional Product Terms +Subscription Licenses are granted on a per User basis and +multiple Users may not use the same Subscription License +Customer may reassign a Subscription License to a new User +only after ninety +days from the last reassignment of that same Subscription License +unless the reassignment is due to permanent hardware failure or loss +termination of the Users employment or contract +temporary reallocation of Subscription Licenses to cover +Users absence +When Customer reassigns a Subscription License from one User to another +Customer must block the former Users +access to the Subscription License and Customers Organizations +Affiliates +Customers Affiliates are authorized to use the Products in accordance +with this Agreement +so long as Customer remains fully responsible +for their access and use of the Products +Payment +Pricing; Fees +**Payment Terms** Our pricing is available at +[github.com/pricing] +(https://github.com/pricing) +Customer agrees to pay the Fees in full +up front without deduction or setoff of any kind +in U.S. Dollars +Customer must pay the Fees within thirty days of the GitHub invoice date +Amounts payable under this Agreement are refundable +except as otherwise provided in this Agreement +If Customer fails to pay any Fees on time +GitHub reserves the right +in addition to taking any other action at law or equity +to charge interest on past due amounts at 1% per month or +highest interest rate allowed by law +whichever is less +and to charge all expenses of recovery +and terminate the applicable Order Form or SOW +Customer is solely responsible for all taxes +fees +duties +governmental assessments +( +except for taxes based on GitHubs net income +) +that are imposed or become due in connection with this Agreement +**Usage-Based Billing** Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. Monthly payment for these purchases will be charged on a periodic basis in arrears, provided that for invoiced customers, paid Service features are billed in advance. See [GitHub Additional Product Terms for details] +(/site-policy/github-terms/github-terms-for-additional-products-and-features) +Purchasing Additional Subscription Licenses +under this Agreement by submitting a request through the Service or via its sales team +If Customer purchases the additional Subscription Licenses +Customer must pay the then-currently applicable Fees for them +prorated for the balance of the applicable Subscription Term +Upon renewal of Customers Subscription Licenses for another Subscription Term +GitHub will invoice all Subscription Licenses at once on an annual basis unless otherwise specified in an Order Form +Professional Services Credits to pay for Professional Services +then upon Customers receipt of an SOW +the applicable Professional Services Credits will be deducted from Customers +Professional Services Credits balance +Customer is responsible for ensuring that its purchase order issued to GitHub +for the Professional Services reflects the pricing set forth in the SOW +If there is any difference in pricing listed in the SOW and the pricing listed in Customers purchase order +the pricing in the SOW will control +The Parties agree that SOWs payable via Professional Services Credits do not have to be signed by either Party +to be valid and enforceable +All Professional Services Credits must be used within the time set forth in the Order Form or will automatically +be canceled and are refundable +Customer may not apply Professional Services Credits to travel and lodging expenses, which must be invoiced separately. +Authorization +Customer authorizes GitHub to charge the on-file credit card +PayPal account +or other approved methods of payment for Fees +Term; Termination; Suspension +Term +This Agreement starts on the Effective Date and will continue +in effect until terminated +Termination for Convenience; Account Cancellation +Either Party may terminate an Order Form +or this Agreement +without cause +upon at least thirty Days +prior written notice +If Customer elects to terminate an Order Form or Agreement +it is Customers responsibility to properly cancel +account with GitHub by going into Settings in the global +navigation bar at the top of the screen. GitHub cannot cancel +accounts in response to an email or phone request +Termination for Material Breach Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. GitHub may terminate this Agreement if Customer's Account has been suspended for more than 90 days.