Master Service Terms and Conditions
Our Master Service Terms and Conditions (“Terms”) were last updated on 27/03/2024.
These Terms are made by and between is made by and between GitGuardian SAS, a French “Société par Actions Simplifiée” located at 54, rue de Seine, 75006 Paris, France, and its wholly owned subsidiary GitGuardian Inc., a company incorporated in Delaware, having its registered office at 185 Alewife Brook Parkway Ste 210 Cambridge MA 02138 (“GitGuardian”) and You to set forth the terms by which You may purchase and GitGuardian may provide to You the Services.
These Terms apply to the following GitGuardian cloud service offerings (“Services”), as further defined below:
A. PUBLIC MONITORING
GitGuardian’s Public Monitoring dashboard offered as a software as a service solution shall be provided to You and enable You to: (i) Monitor the official public repositories listed under Your official GitHub organization (if any), or any other sources supported by GitGuardian; (ii) Have visibility over, and analyse its developers’ public activity on GitHub; (iii) Monitor the personal public repositories listed under the accounts of developers identified as part of Your perimeter; (iv) Detect exposed API keys and other authentication credentials (‘Secrets”) using probabilistic algorithms; (v) Detect the presence of Your specific/defined keywords in the monitored perimeter; (vi) Get alerted for potential leaks of Secrets; (vii) Investigate and prioritize incidents; (viii) Collect feedback from developers involved; (ix) Search in public GitHub data using GitGuardian's (proprietary) search engine; (x) Resolve or ignore Secrets incidents and specify the reason; (xi) Manage user roles and access permissions.
B. PLATFORM
- SECRETS DETECTION:
GitGuardian’s Secrets Detection solution offered in the form of a dashboard, an API, as well as a command line interface and shall be provided to You and enable You to: (i) Monitor public and private code repositories listed under Your official GitHub, GitLab, Azure Repos, Bitbucket Data Center/Server accounts (if any), or any other sources supported by GitGuardian for Secrets; (ii) Scan Your Continuous Integrations and Continuous Deployment (CI/CD) pipelines and Docker images for Secrets with GitGuardian's command-line interface application (ggshield); (iii) Set up git hooks to scan developers’ workstations using GitGuardian’s command-line interface application (ggshield); (iv) Detect Secrets using probabilistic algorithms; (v) Get alerted for potential exposure of Secrets in the code repositories listed under Your official accounts or on third-party public repositories hosted on GitHub.com; (vi) Investigate and prioritize Secrets incidents; (vii) Collect feedback from developers involved in Secrets incidents; (viii) Resolve or ignore Secrets incidents and specify the reason; (ix) Manage user roles and access permissions.
- HONEYTOKEN:
GitGuardian’s Honeytokens are decoy credentials that act as tripwires to reveal information about the attacker (eg. IP Address, user agent, location, etc.). They do not allow access to any of Your actual resources or data. They are offered in the form of a dashboard, an API, as well as a command line interface and shall be provided to You and enable You to: (i) Create and manage honeytokens; (ii) Detect honeytoken deployment within code repositories; (iii) Monitor honeytoken usage and review event logs; (iv) Get alerted for potential indicators of compromise by way of triggered honeytokens; (v) Detect exposure of honeytokens on public GitHub repositories.
- GITGUARDIAN SOFTWARE COMPOSITION ANALYSIS (SCA):
GitGuardian’s SCA solution is offered in the form of a dashboard, an API, as well as a command line interface and shall be provided to You and enable You to: (i) List direct and transitive open-source dependencies in Your code repositories; (ii) Generate Software Bill of Materials (SBOM); (iii) Detect vulnerable open-source dependencies; (iv) Help fix vulnerabilities by following GitGuardian remediation guidelines (when and if available); (v) Help prevent Your development teams from introducing new and vulnerable dependencies in code repositories; (vi) Identify open-source licenses attached to dependencies.
1. DEFINITIONS.
“Affiliate(s)” means any entity, whether incorporated or not, that is controlled by or under common control with a party and its successors, and "control" (or variants of it) shall mean the ability whether directly or indirectly to direct the affairs of another by means of ownership, contract or otherwise.
“Confidential Information” means all non-generally available technical and non-technical information disclosed by the Discloser to the Recipient (including but not limited to product information, plans, pricing information, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae, algorithms, Documentation, Your Data and Personal Data); provided Confidential Information means any information disclosed in connection with the Purpose by a Discloser to a Recipient.
“Discloser” means the party disclosing the Confidential Information under these Terms.
"Documentation" means any manuals, documentation, and other supporting materials related to the Services that GitGuardian provides or makes available to You that sets out a description of the Services and instructions for use of the Services. Documentation is considered part of the Services.
“Feedback” means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations, or any other feedback on the Services.
“Order Form” means the purchase of the GitGuardian Services as executed by GitGuardian and You.
“Recipient” means the party receiving the Confidential Information under these Terms.
2. SERVICES AND COMPENSATION.
GitGuardian shall provide the Services to You specified in the Order Form and these Terms. Subject to the Order Form and these Terms, GitGuardian permits You and Your Affiliates to have access to, use, configure and display the GitGuardian Services. GitGuardian represents, warrants and states as a condition of these Terms that GitGuardian has the right to grant the rights provided to You hereunder.
3. AVAILABILITY OF SERVICES AND SUPPORT.
GitGuardian guarantees the availability of its Services and support as described in Exhibit A and as indicated in the Order Form and these Terms.
4. TERM.
These Terms will be in effect for the period stated in the Order Form. Unless otherwise terminated by either party in accordance with these Terms, the term will renew automatically, unless either party provides the other party with written notice of non-renewal at least 60 days prior to the end of the then-current term.
5. INTELLECTUAL PROPERTY RIGHTS.
Regarding the software that GitGuardian allows You and Your Affiliates to use as part of the Services provided under the Order Form and these Terms, GitGuardian has and retains full ownership of the software it provides to You and Your Affiliates, including all related intellectual property rights. Neither the Order Form nor these Terms shall grant You or Your Affiliates any right of ownership over the software. GitGuardian grants You and Your Affiliates a worldwide, non-sublicensable, non-transferable, non-exclusive, and revocable (only as set forth in the termination provisions) license for You and Your Affiliates to use the software as part of and for the term of Order Form, but solely as necessary to benefit from the Services. All GitGuardian rights not expressly granted by this license are hereby retained. You acknowledge that You may only use the Services for Your own internal purposes and on Your own behalf, excluding any use on behalf of third parties.
6. ADDITIONAL RIGHTS, RESTRICTIONS AND LIMITATIONS.
You and Your Affiliates will not (i) license, sublicense, sell, resell, transfer, assign, distribute, or commercially exploit or make the Services available to any third party in any way; (ii) modify or make derivative works based upon the Services; (iii) remove or alter any proprietary markings from the Services; (iv) access the Services to build a competitive product or service, or to copy any feature or function of the Services; (v) interfere with or disrupt the integrity of performance of the Services; or (vi) attempt to gain unauthorized access to the Services or their related systems or networks (vii) reverse engineer, disassemble or de-compile the source code of the GitGuardian Services. You and Your Affiliates are prohibited from using the Services to engage in malicious or illegal activities or facilitate the purchases or sales of any illegal products and services. Under the Order Form and these Terms, You and Your Affiliates will have no claim to the copyrights, trade secrets, patents, trademarks or other proprietary rights in the GitGuardian Services or in any modifications, enhancements and other works derivative of the GitGuardian Services.
7. CONFIDENTIAL INFORMATION.
The Recipient will: (a) hold the Confidential Information in confidence; (b) restrict disclosure of such Confidential Information to those of its employees, affiliates’ employees, or agents with a need to know such information solely for the Order Form and these Terms and who have previously agreed (e.g. as a condition to their employment or agency) to be bound by substantially similar terms of confidentiality and non-disclosure as those contained in these Terms and which would extend to the Confidential Information; and (c) use such Confidential Information solely for the Order Form and these Terms unless otherwise specified in writing by the Discloser. The Recipient agrees that any Confidential Information shall be handled with at least the same degree of care which it applies to its own confidential information, but in no event, less than a reasonable degree of care. The Recipient understands that the Discloser’s Confidential Information shall remain the Discloser’s property. The obligations of confidentiality of these Terms will not apply to Confidential Information to the extent it: (a) is or was made publicly available, even for a short period of time, due to no fault of the Recipient; (b) was lawfully received by the Recipient from a third party without such restrictions; (c) was known to the Recipient, its employees, affiliate’s employees or agents without such restrictions prior to its receipt from the Discloser, as shown by documents and other competent evidence in the Recipient’s possession; or (d) was independently developed by the Recipient without access to or use of the Confidential Information of the Discloser, as shown by competent evidence in the Recipient’s possession. The Recipient may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided that: (i) the Recipient gives the Discloser prior written notice of such requirement, (ii) the scope of such disclosure is limited to that which is legally required, and (iii) the Recipient reasonably cooperates with the Discloser, at the Discloser’s expense, in the Discloser’s efforts to ensure that the Confidential Information will be subject to a protective order or other legally available means of protection. No other use of Confidential Information is permitted, except as stated in these Terms. Upon written request of the Discloser, all copies of Confidential Information in the possession of the Recipient, its employees, affiliate’s employees, or agents will be returned to the Discloser or promptly destroyed with a written statement of compliance by a duly authorized officer and/or person authorized to make such a statement. Recipient agrees that in the event of a breach of confidentiality obligations set forth herein, monetary damages may be inadequate to compensate Discloser for any breach and that, in addition to other remedies that may exist at law or in equity, the Discloser may seek injunctive relief and/or specific performance.
8. FEEDBACK.
You may provide Feedback to GitGuardian regarding the Services. Feedback is voluntary and is not Your Confidential Information, even if designated as such. GitGuardian may fully exercise and exploit such Feedback for the purpose of (i) improving the operation, functionality and use of GitGuardian’s existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about the quality of the Services, provided that no data in any such publication will be used to specifically identify You, Your employees or Your proprietary software code.
9. AI FEATURES.
From time to time, GitGuardian may introduce features or functionalities as part of the Services that utilize artificial intelligence technology. They could be developed internally by GitGuardian or by utilising third-party software (“AI Features”). Any AI Features made available by GitGuardian and/or a third-party provider to You are a part of the Services. GitGuardian will notify You whenever it is going to release an AI Feature.
During the use of the Services, You may submit data to be processed by the AI Features (“Input”), and receive content generated and provided back to You by the AI Features based on the Input (“Output,”) (collectively with Input, “AI Content”). AI Content shall constitute Your Data that is owned by You. However, You understand and acknowledge that the AI Features may produce similar results to similar prompts by other GitGuardian users, and Your rights in the content of such results may not be enforceable. You are solely responsible for any AI Content, including the accuracy, quality, appropriateness, and legality thereof, and will ensure that Your AI Content does not infringe, violate, or misappropriate the rights of GitGuardian or any third party. GitGuardian may automatically block Your Input, in GitGuardian’s sole discretion, if GitGuardian believes it violates the rights of a third party, applicable law, or the Order Form and these Terms.
You grant to GitGuardian a non-exclusive, irrevocable, worldwide, royalty-free license to use, reproduce, distribute, modify, sublicense, create derivative works based on, publicly display, publicly perform, or translate both the submitted Output and the corresponding Input solely as necessary to operate, enhance, improve, and further develop AI Features and to provide the Services. You represent and warrant that You possess all the rights necessary to provide Your content and to grant the licenses to GitGuardian set forth herein.
The AI Features may be powered by technology provided by third party software. Notwithstanding the restricted uses mentioned in the Order Form and these Terms, You may not use AI Features: (i) to develop machine learning models or similar technology; (ii) to mislead any person that Output from the Services was solely human-generated; (iii) in a manner that violates any technical documentation, usage guidelines, or other terms and conditions.
10. WARRANTIES AND DISCLAIMERS.
GitGuardian warrants that the Services will perform substantially in accordance with the Documentation and that all support will be performed with reasonable skill and care (“Warranty”). If the Services do not conform with the foregoing Warranty, GitGuardian will, at its expense, use all reasonable commercial efforts to promptly correct any such non-conformance. Such correction constitutes Your sole and exclusive remedy for any breach of the Warranty.
Notwithstanding the Warranty, You acknowledge and agree that: (i) the Warranty does not apply to the extent of any non-conformance which is caused by the use of the Services by You that is not in accordance with the Documentation; (ii) the Services will evolve over time and that functionality may be added and removed from time to time, provided that GitGuardian will not materially degrade the Services, (iii) GitGuardian is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party communications networks, including the internet.
GitGuardian represents and warrants that the Services do not contain any malicious code, including any viruses, malware, disabling code, time bombs, or Trojan horses.
EXCEPT AS PROVIDED IN THE ORDER FORM AND THESE TERMS, THE GITGUARDIAN SERVICES, AND CONFIDENTIAL INFORMATION ARE FURNISHED AS IS, EXCLUSIVE OF ANY WARRANTY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY OTHER WARRANTY OR INDEMNITY, WHETHER STATUTORY, EXPRESS OR IMPLIED. GITGUARDIAN DOES NOT MAKE ANY OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY GITGUARDIAN OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE ORDER FORM AND THESE TERMS.
11. INDEMNIFICATION.
GitGuardian. GitGuardian shall indemnify, defend, or at its option, settle, and hold You and Your Affiliates, harmless from losses incurred from a third-party claim: (a) arising out of GitGuardian’s fraud, gross negligence or wilful misconduct; or, (b) that the GitGuardian Services furnished by GitGuardian under the Order Form and these Terms infringes a patent, trademark, copyright, or trade secret of any third party, and shall pay all costs, expenses, and damages in connection therewith.
You. You shall indemnify, defend, or at its option, settle, and hold GitGuardian and GitGuardian’s Affiliates, and each of its and their officers, directors, employees, consultants, agents, successors and assigns harmless from and against all losses arising out of Your: (a) fraud, gross negligence or wilful misconduct; or, (b) breach of Sections 5 “Intellectual Property Rights” or 6 “Additional Rights, Restrictions and Limitations” of these Terms.
Indemnification Procedure. Each party will promptly notify the other party in writing of any claim for which such party believes it is entitled to be indemnified pursuant to this Section 11. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section 11 will not relieve the Indemnitor of its indemnification obligations, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced because of such failure.
Mitigation. If any of the Services are, or in GitGuardian’s reasonable opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if Your use of the Services is enjoined or threatened to be enjoined, GitGuardian may, at its option and sole cost and expense: (a) obtain the right for You to continue to use the Services materially as contemplated by the Order Form and these Terms; (b) modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services under the Order Form and these Terms; or, (c) by written notice to You, terminate the Order Form and require You to immediately cease any use of the Services, provided that You will be entitled to a refund of any pre-paid fees for Services not delivered as of the termination date. THIS SECTION 11 SETS FORTH YOUR SOLE REMEDIES AND GITGUARDIAN'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. In no event shall GitGuardian, its Affiliates, and each of their employees, agents and sub-contractors have any liability or obligation under this Section 11 if the alleged infringement is based on; (a) a modification of the Services by You; (b) Your use of the Services in a manner contrary to the Documentation; or (c) Your use of the Services after notice of the alleged or actual infringement from GitGuardian or any appropriate authority.
12. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY OR AN AFFILIATE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM OR CONNECTED WITH THE ORDER FORM AND THESE TERMS WHETHER OR NOT THAT PARTY OR AFFILIATE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. Except with respect to the indemnification obligations stated in Section 11, a party’s breach of its confidentiality obligations set forth herein, and liability which cannot be excluded or limited by applicable law, neither party shall be liable or obligated under any breach of the Order Form and these Terms (i) for any amounts in excess in the fees actually paid to GitGuardian by You for the 12-month preceding period or (ii) for a Force Majeure Event. Because You assume responsibility and liability for Your Affiliates, none of Your Affiliates shall have any liability or obligation to GitGuardian for any breach of the Order Form and these Terms. Notwithstanding anything to the contrary contained in these Terms, GitGuardian may not seek damages for any claim from both You and any of Your Affiliates.
13. TERMINATION.
Unless otherwise specified in the Order Form and these Terms, if one of the parties materially breaches any of its obligations under the Order Form and these Terms, the injured party may, fifteen (15) calendar days after having given the other party formal notice to perform its obligations in writing which has remained unanswered, terminate all or part of the Order Form, without prejudice to any damages and interest. Either party reserves the right to terminate the Order Form immediately upon written notice, but without giving the other party a cure period, if You breach any of the terms relating to GitGuardian's intellectual property or if either party breaches the confidentiality obligations. When the Order Form terminates or expires: (i) the term of the Services will immediately end; (ii) You will no longer have the right to use the Services, and any rights granted in the Order Form and these Terms will automatically cease to exist as of the date of termination or expiration; (iii) if any fees were owed before termination, You must pay those fees immediately; (iv) each party will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information belonging to the other. Any terms or sections which by their nature should reasonably survive will survive the termination or expiration of the Order Form and these Terms.
14. VERIFICATION OF USE AND ACCESS TO SERVICES.
You acknowledge and agree to only use the Services within the limits of the number of developer seats indicated in the Order Form. You are solely responsible for monitoring the use and access of the Services within the limits of the permitted number of developer seats. GitGuardian has the right to request in writing an audit of Your access and use of the Services (i) at any time during the term indicated in the Order Form if GitGuardian reasonably believes or has reason to believe that You are exceeding the limit of the number of developer seats or is accessing the Services without permission; or (ii) if the term of the Order Form is granted for more than one year, at the end of every year. If You are found to exceed the limit of the number of developer seats, GitGuardian will inform and charge You for the additional developer seats. You agree to pay the relevant fees corresponding to these additional developer seats. Failure to provide such access for an audit to GitGuardian is a material breach of the Agreement and GitGuardian has the right to terminate the Order Form as set forth in Section 13.
15. SUSPENSION OF USE AND ACCESS TO SERVICES.
GitGuardian reserves the right to suspend Your access to or use of the Services with fifteen (15) days written notice in the event that GitGuardian (i) reasonably suspects that You are exceeding the permitted number of developer seats; (ii) reasonably suspects that You are using the Services in an unauthorized manner which is not in compliance with Sections 5 “Intellectual Property Rights” or 6 “Additional Rights, Restrictions and Limitations” of these Terms or (iii) does not receive payment from You as indicated in the Order Form. In the event that GitGuardian suspends Your access to or use of Services, then GitGuardian may terminate the Order Form as set forth in Section 13.
16. INSURANCE.
GitGuardian agrees to maintain no less than the following amounts of insurance during the term of the Order Form: (a) 2 million USD in commercial general liability, per occurrence and in the aggregate; (b) 2 million USD in errors and omissions/professional liability, per occurrence and in the aggregate; and, (c) 2 million USD in cyber-liability insurance, per occurrence and in the aggregate. All insurance policies will be issued by insurance companies with an AM Best Rating of no less than A-VII. Upon receipt of a written request, GitGuardian will provide You with a copy of its certificate of insurance evidencing the foregoing coverage.
17. PRIVACY.
The Parties agree to comply with the Data Processing Addendum, which is incorporated into this Agreement, and can be found at the following link https://www.gitguardian.com/legal/data-processing-addendum.
18. MISCELLANEOUS
18.1. ASSIGNMENT.
Neither party may assign or otherwise transfer any of its rights or obligations under the Order Form and these Terms, in whole or in part, without prior written consent of the other party, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except to (i) an Affiliate or (ii) a party that acquires or assumes all or substantially all of a party’s business, except in the event that this assignment involves a competitor of the non-assigning party.
18.2. COMPLIANCE WITH LAWS AND DATA PRIVACY AND PROTECTION.
Each party hereby represents and warrants to the other party that it will fully comply with any and all applicable federal, state and local laws, rules, and regulations, and, in particular, GitGuardian will fully comply with the data privacy and protection considerations set forth in Exhibit B. GitGuardian further warrants that it will fully comply with all relevant export laws and regulations.
18.3. DISPUTE RESOLUTION.
The parties agree that in the event of a dispute or alleged breach they will work together in good faith to resolve the matter internally by escalating it to higher levels of management and, if necessary, to use a mutually agreed upon alternative dispute resolution mechanism prior to resorting to litigation. If You are domiciled in the United States, Canada, Mexico, or a country in Central or South America or the Caribbean (the "Americas"), the Order Form and these Terms will be governed by and construed in accordance with the laws of the State of New York, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under the Order Form and these Terms will be brought exclusively in the federal or state courts located in the State of New York and the parties hereby consent to personal jurisdiction and venue therein. If Your principal office is outside the Americas, the Order Form and these Terms will be governed by the laws of France, any legal action or proceeding arising under the Order Form and these Terms will be brought exclusively in the courts located in Paris, and the Parties hereby consent to personal jurisdiction and venue therein. Notwithstanding the foregoing, GitGuardian may bring a claim for equitable relief in any court with proper jurisdiction.
18.4. SEVERABILITY.
If any provision or provisions of the Order Form and these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
18.5. ENTIRE AGREEMENT.
These Terms together with the Order Form is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, questionnaires, and other communications and agreements between the parties (oral or written) relating to the subject matter of the Order Form and these Terms. Any terms and conditions of any other instrument issued by You in connection with the Order Form and these Terms which are in addition to, inconsistent with or different from the Order Form and these Terms shall be of no force or effect. Additionally, the Order Form and these Terms supersede any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the parties concerning You or Your Affiliate’s evaluation of the Services or otherwise concerning the Services.
18.6. AMENDMENT.
GitGuardian may modify these Terms at any time by posting a revised version, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order Form specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next renewal term. In either case, if You object to the updated Terms, as its sole and exclusive remedy, You may choose not to renew. For the avoidance of doubt, any Order Form is subject to the version of the Terms in effect at the time of the Order Form.
18.7 WAIVER.
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under the Order Form and these Terms shall operate as a waiver thereof. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
18.8. PUBLICITY.
You hereby grant to GitGuardian the express right to use Your company logo and trade name in marketing, sales, financial, and public relations materials and other communications, solely to identify You as a GitGuardian customer.
18.9. INDEPENDENT CONTRACTOR.
The parties agree that GitGuardian is an independent contractor and, as such, GitGuardian is not Your partner, agent, employee or principal. GitGuardian will not act for or in Your place in Your relations with third parties. GitGuardian, not You, shall be responsible for withholding or deducting from the compensation of GitGuardian's employees, agents and subcontractors, any sums for federal or state income taxes, social security, unemployment compensation, medical, dental, workers' compensation or disability insurance coverage, and the like.
18.10. CONTACT.
If You have any questions about these Terms, You can contact GitGuardian at legal@gitguardian.com.
EXHIBIT A
AVAILABILITY OF GITGUARDIAN SERVICES AND SUPPORT
I. DEFINITIONS
“Authorized User” means You or Your Affiliate’s individual employee, agent or contractor for whom subscriptions to Services have been purchased pursuant to the Order Form and these Terms, and who has been supplied user credentials for the Services by You or Your Affiliate (or by GitGuardian at Your or YourAffiliate’s request).
“Available”: The Service will be deemed “available” so long as Authorized Users are able to login to the Service interface and access monitoring data over the internet; “Availability” has a correlative meaning. Availability is assessed from the point where the Services are made available from GitGuardian’s hosting provider and measured in minutes over the course of each calendar month during the term the Order Form.
“Exceptions” means any of: (a) Your failure to correctly configure the Services; (b) failures of, or issues with Your environment; (c) Force Majeure Events; or (d) maintenance during a window for which GitGuardian provides notice by email or through the Services, provided always that: (i) GitGuardian gives You at least 7 days prior written notice of such maintenance; (ii) such maintenance period will not exceed ten (10) hours in any month during the term of the Order Form.
II. SERVICE LEVEL COMMITMENT
GitGuardian will make each Service You purchased pursuant to the Order Form and these Terms Available at least 99.5% of the time, exclusive of any time the Service is not Available as a result of one or more Exceptions (the “Availability Standard”).
III. FORCE MAJEURE
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Order Form and these Terms, for any failure or delay in fulfilling or performing of the Order Form and these Terms to the extent such failure or delay is caused by a Force Majeure Event, in each case, provided the event is outside the reasonable control of the affected party, the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue, and the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
IV. SUPPORT
GitGuardian will respond to errors or failures of the Services (“Errors”) within the Error Response Times of the support plan as indicated in the Order Form and as set forth in the table below and resolve or correct the Errors within the Error Resolution Times set forth below:
For these Error Response Times and Error Resolution Times to apply, support tickets have to be opened by End User through the GitGuardian support portal at https://gitguardian.zendesk.com and the priority needs to be set by the End User accordingly.
Upon any Error of “Critical” or “High” priority, End User may request from GitGuardian a document detailing the incident, its impact, the timeline of the incident and actions taken by GitGuardian, the root cause analysis and an action plan for the future (“Incident Report”).
Upon receiving tickets marked as Critical from End User, GitGuardian will re-assess severity and reserves the right to decrease ticket severity if the ticket content doesn’t match the criteria listed above.
All tickets and written support shall be in English.
Hours and days of operation: Business hours and days.
For the avoidance of doubt, “Business hours” are from 9AM to 6PM Pacific time if End User is based in the Americas and 9AM to 6PM Paris time if End User is located outside of the Americas,
For the avoidance of doubt, “Business days” means Monday to Friday, excluding Saturday, Sunday and any French bank holidays if End User is based outside of the Americas, and if the End User is based in the Americas, Monday to Friday, excluding Saturday, Sunday, and the recognized closure days for the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
V. SERVICE CREDITS
If GitGuardian fails to meet the Monthly Average Error Response Time or Monthly Average Error Resolution Time in a given calendar month, You will receive service credit equal to a one-week extension of the term of the Order Form. “Monthly Average” means, for each Error severity level and for each Service, the average Response Time or Resolution Time for all Errors of that severity level reported during the applicable calendar month. Service credits are Your sole remedy for GitGuardian’s failure to meet the Monthly Average Error Response Time or Monthly Average Error Resolution Time.
