Self-Hosted End User Licence Agreement

This GitGuardian Self-Hosted End User Licence Agreement  (the “Agreement”) was last updated on 30/07/2024.

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This Agreement is made by and between GitGuardian, a French “Société par Actions Simplifiée” located at 54, rue de Seine, 75006 Paris, 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, for the purpose of setting forth the terms by which GitGuardian may provide to You the Products. 

This Agreement applies to the following GitGuardian offerings, as further defined below (collectively, the “Products”):

• The Software; and
• Any related Support.

GitGuardian is a cybersecurity company that helps companies secure their software development lifecycle by detecting API keys and other authentication credentials (together, “Secrets”) in source code. GitGuardian may provide to You the Software, which may contain, at Your request, any of the following:

GITGUARDIAN PLATFORM

1. GITGUARDIAN 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.

2. GITGUARDIAN 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.

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1. Definitions. Capitalized words not listed here will be defined within the Agreement.

"Affiliate" 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.

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"Beta Previews means software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

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“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, and algorithms); provided Confidential Information means any information disclosed in connection with the Agreement by a Discloser to a Recipient.

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“Discloser” means the party disclosing the Confidential Information under this Agreement.

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"Documentation" means any manuals, documentation and other supporting materials related to the Software that GitGuardian provides or makes available to You. Documentation is considered part of the Software.

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"Feedback" means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on GitGuardian products or services.

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"License Key" means the data file used by the Software's access control mechanism that allows You to install, operate, and use the Software.

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"Parties" means references to GitGuardian and You collectively. Each may be referred to individually as a "Party".

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“Partner” means the entity that GitGuardian has authorized to resell the Products to You.

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“Recipient” means the party receiving the Confidential Information under this Agreement. 

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"Release" means a Software release that GitGuardian makes generally available to its end users, along with any corresponding changes to Documentation, that contains enhancements, new features, or new functionality.

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"Software" means GitGuardian's proprietary GitGuardian Platform software. Software includes any applicable Documentation, any Updates to the Software that GitGuardian provides to You or that You can access under this Agreement.

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“Subscription License” means the license assigned to each User to install, operate, access, and use the Software on Your behalf. You may only assign one Subscription License per User across its GitGuardian Platform software instances. Each User will have access to as many of Your GitGuardian Platform software instances, as You permit. For clarity, however, once You assign a Subscription License to a User, You will not be authorized to bifurcate the Subscription License so that one User can use a Subscription License on the GitGuardian Platform software while another User uses the same Subscription License on another instance of the GitGuardian Platform software.

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"Subscription Term" means the period indicated in an order document or similar written document accepted by GitGuardian during which You have the right to install and use the Products in accordance with the terms and conditions of this Agreement. In case of renewal, GitGuardian will provide You a new License Key to download that will allow continued use of the Software in accordance with the terms and conditions of this Agreement and any order document or similar written document accepted by GitGuardian.

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"Support" means technical support for the Software that GitGuardian may provide.

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"Update" means a Software release that GitGuardian makes generally available to its end users, along with any corresponding changes to Documentation, that contains error corrections or bug fixes.

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"User" means a single person or machine account that initiates the execution of the Software or interacts with or directs the Software in the performance of its functions. Any contributor to the project You are securing with GitGuardian who has made at least one commit in the last ninety (90) days counts as a User, even if such contributor does not have direct access to GitGuardian’s dashboard. Contributors to Open Source projects however are not counted as Users.

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"Your Modifications" means Software modifications You may make solely for the purpose of developing bug fixes, customizations, or additional features to any libraries licensed under open source licenses that may be included with or linked to by the Software.

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2. TERM. This Agreement will commence on the date of signature and will remain in force until the end date set forth in the applicable order document or similar written document accepted by GitGuardian. Unless otherwise terminated by either party in accordance with the terms of this Agreement, the term of each Order Form 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.

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3. SOFTWARE LICENSE GRANT. GitGuardian grants You a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to install and use the Software for Your internal business purposes during the applicable Subscription Term, in accordance with the Documentation, and only for the number of Subscription Licenses stated in Your applicable order document or similar written document accepted by GitGuardian. GitGuardian represents, warrants, and states as a condition of this Agreement that GitGuardian has the right to grant You the rights provided hereunder. 

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4. LICENSE RESTRICTIONS. Except as expressly permitted by law or by applicable third-party license, You and Your Affiliates must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Software; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to access the Software, except as expressly permitted in Section 2; (iv) hack or modify the License Key, or avoid or change any license registration process; (v) except for Your Modifications, modify or create derivative works of the Software, or merge the Software with other software; (vi) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; or (viii) otherwise use or copy the Software or Documentation in a manner not expressly permitted by this Agreement. You and Your Affiliates are prohibited from using the Products to engage in malicious or illegal activities or facilitate the purchases or sales of any illegal products and services.

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5. INTELLECTUAL PROPERTY RIGHTS. As between the Parties, GitGuardian owns all rights, title and interest, including all intellectual property rights, in and to the Products. GitGuardian reserves all rights in and to the Products not expressly granted to You under this Agreement. The Agreement shall not grant to You or Your Affiliates any right of ownership over the Software.

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6. FEEDBACK. You may provide Feedback to GitGuardian or the Partner regarding the Products. 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 Products, provided that no data in any such publication will be used to specifically identify You, Your employees or Your proprietary software code.

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7. SUBSCRIPTION LICENSES. Subscription Licenses are granted on a per User basis and multiple Users may not use the same Subscription License. You 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 You reassign a Subscription License from one User to another, You must block the former User’s access to the Subscription License.

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8. AFFILIATES. Your Affiliates are authorized to use the Software in accordance with this Agreement, so long as You remain fully responsible for their installation, access and use of the Software.

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9. DELIVERY. GitGuardian will make the License Key available for You to download in a secure way. All deliveries under this Section 9 will be electronic. For the avoidance of doubt, You are responsible for installation of any Software and acknowledge that GitGuardian has no further delivery obligation with respect to the Software after delivery of the License Key. As Updates become available, GitGuardian will make those available for download. You must Update the Software on a commercially reasonable basis but no less than one (1) time per year. You are responsible for maintaining the confidentiality of Your usernames and passwords.

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10. VERIFICATION OF USE AND ACCESS BY YOU. You acknowledge and agree to only use the Products within the limits of the Subscription Licences indicated in an order document or similar written document accepted by GitGuardian. You are solely responsible for monitoring the use and access by Your Users of the Products within the permitted Subscription Licences limits. GitGuardian has the right to request in writing an audit of Your access and use of the Products (i) at any time during the Subscription Term, if GitGuardian reasonably believes or has reason to believe that You are exceeding the limit of the Subscription Licences or accessing the Products without permission; or (ii) if a Subscription Term is granted for a period of more than one year, at the end of every year. If You are found to exceed the limit of the Subscription Licences, GitGuardian will inform the Partner, and Partner will charge You for the additional Subscription Licences. You agree to pay the relevant fees corresponding to these additional Subscription Licences. Failure to provide such access for an audit to GitGuardian is a material breach of the Agreement and GitGuardian has the right to terminate this Agreement as set forth in Section 18.

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11. SUSPENSION OF USE AND ACCESS TO PRODUCTS. GitGuardian reserves the right to suspend Your access to or use of the Products with fifteen (15) days written notice in the event that GitGuardian (i) reasonably suspects that You are exceeding the permitted Subscription Licences; (ii) reasonably suspects that  You are using the Products in an unauthorized manner which is not in compliance with Section 3 “Software License Grant”, Section 4 “License Restrictions” and Section 5 “Intellectual Property Rights” of this Agreement or (iii) does not receive payment by the Partner within the date mentioned in the invoice between GitGuardian and Partner. In the event that GitGuardian suspends Your access to or use of Products, then GitGuardian may terminate this Agreement as set forth in Section 18. 

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12. SUPPORT.

12.1 Standard Support. GitGuardian will provide technical Support for the Software at no additional charge during Business hours and days, with priority ticket handling. For Support to apply, support tickets have to be opened by You through the GitGuardian support portal at https://gitguardian.zendesk.com and the priority needs to be set by You accordingly. All tickets and written support shall be in English. For the avoidance of doubt, “Business hours” are from 9AM to 6PM Pacific time if You are based in the Americas and 9AM to 6PM Paris time if You are 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 You are based outside of the Americas, and if You are 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. 

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12.2 Premium Care. GitGuardian may provide Premium Care during the Subscription Term as indicated in the Order Form. Premium Care will be offered from Monday 9:00 AM Paris time to Friday 6:00 PM Pacific time, with priority ticket handling.

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For these Error Response Times to apply, support tickets have to be opened by You through the GitGuardian support portal at https://gitguardian.zendesk.com and the priority needs to be set by You accordingly. 

Upon receiving tickets marked as Urgent from You, 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. 

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12.3 Exclusions. GitGuardian will use reasonable efforts to correct any material, reproducible errors in the Software of which You notify GitGuardian. However, GitGuardian will not be responsible for providing Support where (i) someone (other than GitGuardian) modifies the Software; (ii) You change its operating system or environment in a way that adversely affects the Software or its performance; (iii) You use the Software in a manner other than as authorized under this Agreement or the Documentation; or (iv) there is negligence or misuse by You of the Software.

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12.4 Updates; Releases.  GitGuardian will only Support a given Release of the Software for four (4) months from the last Update of the Release. If You require Support for earlier Releases of the Software, then You must pay for that Support in accordance with the terms of an order document or similar written document accepted by GitGuardian.

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13. INTENTIONALLY LEFT BLANK.

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14. LIMITED WARRANTIES.

‍14.1 Limited Software Warranties. GitGuardian warrants that: (i) the unmodified Software, at the time it is made available to You for download, will not contain or transmit any malware, viruses, or worms (otherwise known as computer code or other technology specifically designed to disrupt, disable, or harm Your software, hardware, computer system, or network), (ii) for ninety (90) days from the date it is made available for initial download, the unmodified Software will substantially conform to its Documentation, and (iii) the Products will be performed with reasonable skill and care. GitGuardian does not warrant that Your use of the Software will be uninterrupted, or that the operation of the Software will be error-free. Notwithstanding the foregoing, You acknowledge and agree that: (i) the warranty in this Section 14 does not apply to the extent of any non-conformance which is caused by Your use of the Software that is not in accordance with the Documentation; (ii) the Software will evolve over time and that functionality may be added and removed from time to time, provided that GitGuardian will not materially degrade the Software, (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's only obligation, and Your sole and exclusive remedy for any breach of this warranty will be, at GitGuardian's option and expense, to either (a) repair the Software; (b) replace the Software; or (c) terminate this Agreement with respect to the defective Software, and refund the unused, prepaid fees for the defective Software during the then-current Subscription Term. 

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14.2 General Warranty. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.

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14.3 Beta Previews. You may choose to use Beta Previews at your sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Software. Beta Previews are not subject to the same security measures to which the Software has been and is subject. GitGuardian will have no liability arising out of or in connection with Beta Previews. YOU USE BETA PREVIEWS AT YOUR OWN RISK.

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14.4 Warranty Disclaimer. THE LIMITED WARRANTIES DESCRIBED ABOVE ARE THE ONLY WARRANTIES GITGUARDIAN MAKES WITH RESPECT TO THE SOFTWARE, CONFIDENTIAL INFORMATION AND SUPPORT, WHICH ARE PROVIDED BY GITGUARDIAN AS IS. GITGUARDIAN DOES NOT MAKE ANY OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, AND HEREBY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY GITGUARDIAN, PARTNER OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

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15. INDEMNIFICATION.

15.1 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 Software furnished by GitGuardian under this Agreement infringes a patent, trademark, copyright, or trade secret of any third party, and shall pay all costs, expenses, and damages in connection therewith.   

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15.2 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 Section 3 “Software License Grant”, Section 4 “License Restrictions” and Section 5 “Intellectual Property Rights” of this Agreement. 

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15.3 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 15. 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 15 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.

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15.4 Mitigation. If the Software is, or in GitGuardian’s reasonable opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if Your use of the Software 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 Software materially as contemplated by this Agreement; (b) modify or replace the Software, in whole or in part, to seek to make the Software (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality; or, (c) by written notice to You, terminate this Agreement and require You to immediately cease any use of the Software, provided that You will be entitled to a refund of any pre-paid fees for as of the termination date. THIS SECTION 15 SETS FORTH YOUR SOLE REMEDIES AND GITGUARDIAN'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES 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 15 if the alleged infringement is based on; (a) Your modification of the Software; (b) Your use of the Software in a manner contrary to the Documentation; or (c) Your use of the Software after notice of the alleged or actual infringement from GitGuardian or any appropriate authority. 

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16. LIMITATION OF LIABILITY.

16.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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16.2 Limitation of Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED THE FEES YOU ACTUALLY PAID TO PARTNER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. 

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16.3 Exceptions. The exclusions and limitations set forth in this Section 14 will not apply to liability arising out of (1) a Party’s indemnification obligations in Section 15; or (2) a Party’s breach of its confidentiality obligations in Section 17.

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17.  CONFIDENTIALITY. 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 purposes of this Agreement 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 this Agreement and which would extend to the Confidential Information; and (c) use such Confidential Information solely for the the purposes of this Agreement 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 this Agreement 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 this Agreement. 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. 

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18. TERMINATION. Unless otherwise specified in this Agreement, either Party may terminate this Agreement upon notice, without prejudice to any damages and interest, if the other Party breaches a material obligation under this Agreement and fails to cure the breach within fifteen (15) days from the date it receives notification. Either Party reserves the right to terminate this Agreement immediately upon written notice, but without giving the other Party a cure period, if You breach any of the terms of this Agreement relating to GitGuardian's intellectual property (including Your compliance with the license grant and any license restrictions) or if either party breaches the confidentiality obligations. When the Agreement terminates or expires: (i) the Subscription Term for any Software will immediately end; (ii) You will no longer have the right to use the Software, and any Subscription Licenses granted will automatically cease to exist as of the date of termination or expiration; (iii) if any fees were owed prior to termination, You must pay those fees immediately; (iv) You must destroy all copies of the Software in its possession or control, and certify in writing to GitGuardian that it has done so; and (v) 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 this Agreement.

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19. INSURANCE. GitGuardian agrees to maintain no less than the following amounts of insurance during the term of this Agreement: (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. 

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20. MISCELLANEOUS.

20.1 Compliance with Laws and Regulations. You will comply with all applicable laws and regulations, including, but not limited to, data protection and employment laws and regulations, in Your use of the Products. GitGuardian warrants that it will fully comply with all relevant export laws and regulations. 

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20.2 Governing Law; Venue. 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"), this Agreement 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 this Agreement 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, this Agreement will be governed by the laws of France, any legal action or proceeding arising under this Agreement 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.

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20.3 Publicity. GitGuardian may identify You as an end user to current and prospective customers and end users. GitGuardian may use Your name or logo in any advertising or marketing materials without Your permission.

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20.4 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, 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.

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20.5 Notices. Unless otherwise stated herein, any notice, request, demand or other communication under this Agreement must be in writing (e-mail is acceptable), must reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) one (1) business day following confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt and email; or (iv) three (3) business days after deposit with an internationally recognized express courier and email, with written confirmation of receipt. Notices can be sent to the address(es) set forth in this Agreement unless a Party notifies the other that those addresses have changed.

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20.6 Force Majeure. GitGuardian will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.

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20.7 Independent Contractors. The Parties are each independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually. Partner  is  not  an  agent  of  GitGuardian.  It  is  an  independent  entity  with  no  authority  to  bind  GitGuardian  or  to  make representations or warranties on GitGuardian’s behalf. GitGuardian will not be liable for reasonably relying on the accuracy and reliability  of  written  information  provided  by  Partner  in  making  any  decision  that  would  give GitGuardian ground to suspend the Products or terminate the Agreement.

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20.8 Waiver. A Party's obligations under this Agreement must only be waived in a writing signed by an authorized representative of the other Party, which waiver will be effective only with respect to the specific obligation described. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.

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20.9 Entire Agreement. This Agreement, including each applicable order document or similar written document accepted by GitGuardian, constitutes the entire agreement and understanding of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous understandings and agreements, whether oral or written, between the Parties with respect to its subject matter. The terms of any purchase order, written terms or conditions, or other document that You submit to GitGuardian that contains terms that are different from, in conflict with, or in addition to the terms of this Agreement or an applicable order document or similar written document accepted by GitGuardian, will be void and of no effect.

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20.10 Amendments; Order of Precedence. In the event of a conflict between this Agreement and an applicable order document or similar written document accepted by GitGuardian, that applicable order document or similar written document will govern with respect to that order only. This Agreement and any addenda, including an applicable order document or similar written document accepted by GitGuardian, must control and no modification, change, or amendment of this Agreement will be binding upon the Parties or supersede the terms of this Agreement unless it is in writing, and is duly signed by each Party's authorized representative.

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20.11 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 cannot 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.

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20.12 Contact. If You have any questions about this Agreement, You can contact GitGuardian at legal@gitguardian.com

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