GitHub Educational Use Agreement

EDUCATIONAL USE AGREEMENT

This EDUCATIONAL USE AGREEMENT (this "Agreement") is a legal agreement between you ("Education Partner", “you”, or "your") and GitHub, Inc. (“GitHub”, “we”, or “us”). This Agreement sets forth the terms and conditions under which Education Partner may participate in GitHub’s Education Partner Program and receive Program benefits as defined herein.

If you are entering into this Agreement on behalf of an organization or other legal entity, you represent that you have the legal authority to do so.

When you click "I agree", “I accept”, or similar buttons, you accept all the terms and conditions of this Agreement.

As an educational institution, you’d like to allow Qualified Users to use and access GitHub products listed on an Order Form solely for their non-commercial, academic use. GitHub is willing allow such use and access subject to compliance with this Agreement. GitHub and Education Partner are the "Parties", and each a “Party.” The Parties agree as follows:

1. Definitions

Capitalized terms herein shall have the meanings set forth below. Capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to them in the applicable GitHub Product terms.

"Campaign" means any activity engaged in by GitHub and Education Partner to promote the use of GitHub Products and Services or the Program through outreach campaigns, emails, print collateral, on a designated Education Partners website, and other marketing materials related to the Program. The Campaign may incorporate Partner Materials as set forth herein.

"Designated Admin" means the Qualified User who is your designated account representative and administrator who will communicate with GitHub on your behalf. You may only have one Designated Admin.

"Education Partner Program" or "Program”: means the GitHub program setting forth benefits and requirements for educational institutions and their Qualified Users (defined below).

"GitHub Products" means the Service and the Software (as defined below) which may be sold separately by GitHub as either “GitHub Enterprise Cloud” or “GitHub Enterprise Server” or together as “GitHub Enterprise.”

"GitHub Program Manager" means GitHub’s representative who will serve as your point of contact throughout the Term of the Program.

“Partner Materials” means those materials you provide to help GitHub market and promote the Program to Qualified Users as part of the Campaign. Partner Materials include, but are not necessarily limited to, Education Partner’s name, logo(s), masthead, graphic designs, trademarked materials, and all similar materials designed or intended to identify Education Partner.

"Qualified Users" means any of the following individuals affiliated with Education Partner : (i) currently enrolled students; (ii) student-facing faculty; (iii) non-faculty staff employees; and (iv) anyone performing academic, not-for-profit research on behalf of or in collaboration with Education Partner .

"Request Effective Date" means the date the Order Form is accepted and processed by the GitHub Program Manager.

"Service" means the hosted GitHub Enterprise Cloud service. The Service includes: Organization account(s), SAML single sign-on, access provisioning, and any applicable Documentation. This list of features and services is non-exhaustive and may be updated from time to time. Use of the Service is governed by the GitHub Customer Agreement.

"Software" includes any applicable Documentation, as well as any Updates to the Software that GitHub provides to you or that you can access under the GitHub Customer Agreement as applicable.

"Subscription License" means the license assigned to each Qualified User to install, operate, access, and use the GitHub Products. You may only assign one Subscription License per Qualified User across your GitHub Enterprise Server instances and GitHub Enterprise Cloud Organizations. Each Qualified User will have access to as many of your Enterprise Cloud Organizations as you permit. However, a single Subscription License may not be utilized by more than one Qualified User to access separate GitHub Products.

2. Program Benefits and Conditions.

Provided you remain in Good Standing (as defined in Section 2.3 below) and have not breached this Agreement, you will be entitled to receive the benefits described herein (collectively “Benefits”). GitHub may change available Benefits at any time in GitHub’s sole discretion. Should GitHub elect to provide additional Benefits under the Program, GitHub may condition such Benefits on your agreeing to additional terms, restrictions and conditions (collectively “Additional Terms”) applicable to such new or additional Benefits.

2.1 Your Benefits.

Benefits under the Program include the following:

2.1.1 GitHub Product Benefits.

After the Agreement Effective Date, Qualified Users shall have free access to Subscription Licenses on the Service or the Software for each Organization listed on completed Order Forms submitted by the Designated Admin to the GitHub Program Manager. Access to and use of the Service and Software are subject to the terms of the GitHub Customer Agreement.

2.1.2 Additional Qualified Users.

You may add Subscription Licenses, usage or Services for Qualified Users by completing and submitting a new Order Form no more frequently than quarterly. Quarterly requests may be submitted to the GitHub Program Manager using this form: https://support.github.com/contact/campus-program.

2.1.3 Other Software Benefits.

You may also obtain additional GitHub Software Products through the Program. The GitHub Program Manager will distribute such Products, which will be subject to this Section 2 and any licenses and/or terms of use applicable to such Products.

2.2 Conditions.

You must comply with all terms and conditions applicable to each GitHub Product made available through the Program. You must also comply with the following conditions:

2.2.1 Distribution of GitHub Products.

You are responsible for informing all relevant departments at your institution of the available Program Benefits and availability of GitHub Products and for making GitHub Products available to any department interested in participating in the Program.

2.2.2 Designated Admin.

You must appoint a Designated Admin prior to submitting your initial Order Form. This Designated Admin will be GitHub’s single point of contact for your account and for any technical questions from Qualified Users about GitHub Products. The Designated Admin must provide their contact information to the GitHub Program Manager prior to submission of the Order Form. If the Designated Admin changes for any reason, you must immediately provide us with both notice and the new Designated Admin’s contact information .

2.2.3 Logo/Partner Material Usage.

You grant to GitHub the right to use your logo and other Partner Materials, subject to the terms of Section 5 (“Trademark Release”). All Partner Materials must be provided to GitHub for use in the Campaign no later than 30 days of the Agreement Effective Date.

2.2.4 Qualified User Communications.

You must provide channels of communications and information to enable GitHub to communicate information about GitHub products and services to Qualified Users. These channels of communications may include email, SMS, social media or other means of communications designed to reach the maximum number of potential Qualified Users. To the extent required by applicable law, you represent and warrant that you have permission to provide such channels of communication and for GitHub to communication with such Qualified Users. Every potential Qualified User contacted by GitHub will have the ability to opt-out of any future communications.

2.3 Good Standing.

“Good Standing” means that you are in current compliance with all Conditions in this Section 2 and with the Agreement (“Conditions”). If you are not currently in compliance, GitHub may, but is not required to, allow you a period of time to cure your non-compliance and return to Good Standing. Granting a cure period is not a waiver of any term or condition of this Agreement nor a guarantee of any future cure period. You must remain in Good Standing throughout the Agreement Term and, upon request, report your compliance to GitHub. Failure to remain in Good Standing is a breach of this Agreement and may result in termination of the Agreement.

3. Restrictions and Limitations.

3.1 General Restrictions.

You agree: (i) not to resell the GitHub Products, or to charge any service or other fee to Qualified Users in connection with their use of the GitHub Products under this Agreement; (ii) that you are responsible and liable for Qualified Users' use of the GitHub Products; and (iii) to cooperate with GitHub to enforce the terms of this Agreement in connection with Qualified Users' use of the GitHub Products, including, without limitation, sending appropriate notices to and terminating access to the GitHub Products for Qualified Users who misuse the GitHub Products in any way (iv) to support Qualified Users in the administration and maintenance of their accounts,; and (v) only your Designated Admin shall communicate with GitHub directly about program membership and administration of the Products and Services. You shall immediately terminate access to GitHub Products and Services for any Qualified User who no longer qualifies as such under this Agreement.

3.2 GitHub Product Support.

GitHub is not obligated to provide any technical or other support to Qualified Users unless specifically set forth in an Order Form. GitHub shall have no liability to you or any Qualified Users for loss or damages arising from or relating to use and access of the Services.

4. Trademark Release.

4.1 License.

You grant GitHub, during the Agreement Term, a worldwide, non-exclusive, royalty-free license to incorporate any of the Partner Materials (including any nonmaterial modifications thereto) into the Campaign and to publicly use, distribute, reproduce, and perform/display the Partner Materials and the Campaign, and any excerpts thereof, in any format or medium, in any language, and to attribute the Partner Materials to Education Partner. GitHub is not obligated to use the Partner Materials, however, any Partner Materials used by GitHub must be submitted by Education Partner and must be approved in advance by the GitHub Program Manager.

4.2 Trademarks.

Education Partner grants to GitHub, during the Agreement Term, a worldwide, non-exclusive, royalty-free license to use Education Partner’s name and trademarks (i) as they appear in the Partner Materials, if at all, and (ii) as otherwise approved by Education Partner in writing ("Education Partner Trademarks"), in the Campaign. All goodwill arising out of GitHub’s use of the Education Partner Trademarks will inure to the benefit of Education Partner, and Education Partner will retain all right and title to the Education Partner Trademarks.

4.3 No Compensation.

The licenses described herein from Education Partner to GitHub are granted without compensation or any financial or other obligation.

4.4 Waiver; Reps and Warranties; Indemnification.

The Campaign shall be created and conducted by GitHub and Education Partner waives any right to approve the Campaign or to enjoin or impair GitHub’s use of the Partner Materials in the Campaign. Education Partner represents and warrants that (i) it has all necessary rights to grant these licenses, (ii) the Partner Materials will not infringe any copyright, trade secret, trademark, or right of publicity/privacy, and (iii) any testimonials in the Partner Materials reflect Education Partner’s honest opinions or experiences. Unless the Partner Materials are altered by GitHub without the consent or direction of Education Partner, Education Partner will indemnify and hold GitHub harmless from and against all third-party claims arising out of Education Partner’s breach of these representations and warranties.

5. Term and Termination.

5.1 Term.

The term of this Agreement begins on the date the license key is delivered (for Software) or the subscription is activated (for the Services) ("Agreement Effective Date"), and unless terminated in accordance with this Section, shall continue in effect for a period of one (1) year (the “Initial Term”). The Initial Term of this Agreement and each Renewal Term shall be referred to collectively as the “Agreement Term.”

5.2 Termination for Convenience.

Either Party may terminate this Agreement and any Order Forms submitted and accepted pursuant to the terms and conditions of this Agreement, at any time, for any reason or no reason, upon thirty (30) days’ written notice. Termination of a portion of the Services offered herein or any Order Form will result in the termination of the entire Agreement.

5.3 Termination for Breach.

If you breach this Agreement, we may terminate the Agreement or any Order Form thirty (30) days after we provide you with notice of the breach unless you cure the breach in that period. However, no such notice or cure period is required for any breach of any provision relating to intellectual property (including compliance with the license or rights grant and any license or rights restrictions).

5.4 Effect of Termination.

Upon termination or expiration: (i) your license and any rights held by Qualified Users will immediately cease; and (ii) unless otherwise agreed in writing, you will, at your expense within five (5) days of the termination or expiration: (y) return or delete the Software along with any documentation in your possession or control; and (z) cease accessing and using the Services and send to GitHub a certification signed by one of your authorized employees confirming compliance with these requirements.. Sections 1 and 3 through 9 will survive the termination or expiration of this Agreement for any reason.

5.5 Alternative Breach Resolution.

If you fail to maintain Good Standing or otherwise breach this Agreement, GitHub may elect not to declare a breach or otherwise terminate this agreement but, instead, continue to provide the GitHub Products for the remainder of the Agreement Term at the price of the GitHub Products then posted on GitHub’s public Website at the time of the breach. You agree to pay all fees associated with GitHub so providing the Products as set forth in this Section.

6. No Warranty; Disclaimer.

The GitHub Products are being provided "AS IS", and without warranty of any kind, express or implied. GITHUB DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GITHUB PRODUCTS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability.

7.1 Waiver of Consequential Damages.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT SUCH PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE.

7.2 Limitation of Total Liability.

IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (I) AMOUNTS ONE PARTY HAS ACTUALLY PAID THE OTHER PARTY UNDER THIS AGREEMENT; OR (II) FIVE HUNDRED DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.

8. Miscellaneous.

8.1 No Assignment.

You are not allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so will be null and void. We can assign this Agreement in its entirety, upon notice to you, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our business or assets.

8.2 Severability.

If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that can’t be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.

8.3 No Waiver.

The failure of GitHub to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

8.4 Force Majeure.

The Parties will be excused from performing under this Agreement to the extent they are unable to perform due to extraordinary causes beyond our reasonable control such as acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failure, and power failures.

8.5 Independent Contractors.

The Parties are independent contractors and nothing contained in this Agreement (regardless if a party is described as a “Partner”) will be deemed or construed in any manner whatsoever to create a joint venture, partnership, employment, agency, fiduciary, or other similar relationship between us. Neither Party may bind the other to any obligation, whether contractual or otherwise.

8.6 Governing Law.

This Agreement and your use of the GitHub Products are governed under California law and any dispute related to the GitHub Products or the subject matter of these terms must be brought in a tribunal of competent jurisdiction located in or near San Francisco, California.

8.7 Changes to the Agreement; Complete Agreement.

GitHub may amend this Agreement at any time. Should GitHub materially amends this Agreement, it will notify you of such changes at least 30 days prior to the change taking effect by posting a notice on our Website. This Agreement, together with any applicable GitHub Products terms and GitHub's Privacy Statement, and Order Forms represent the complete and exclusive statement of the agreement between you and us and governs your use of the GitHub Products. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and GitHub relating to the subject matter of these terms (including, but not limited to, any prior versions of this Agreement).