GitPrime (Flow) Legal Terms

These terms apply to customers who originally contracted with GitPrime.
* For customers who contracted with Pluralsight Flow, see Terms & Privacy Policy.

Self-Serve Cloud Services Agreement

This Services Agreement (this “Agreement”) is entered into by and between GitPrime, Inc. a Delaware C-Corp, (“Company”) and the business represented by the user or the individual in the event the user is not representing a business or acting in their capacity as an employee of a business (“Customer”) effective as of the date (“Effective Date”) of the first login.

1. SERVICES

Subject to the terms and conditions of this Agreement, during the term of this Agreement, Company shall provide to Customer access to the features and functionality selected by the customer (the “Service” or “Service Order”). From time to time, the parties may add or modify the Service Order which will be the subject to the terms and conditions of this Agreement.

2. FEES AND BILLING

2.1 Fees. Customer shall pay all fees due according to the Service Order.

2.2 Billing and Payment Terms. Unless otherwise indicated in the applicable Service Order, Company shall invoice Customer periodically in advance for fees for all Services, and payment of fees will be due. All payments must be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower.

2.3 Taxes. All payments required by this Agreement exclude all sales, value-added, use, on other taxes and obligations, all of which Customer will be responsible for and will pay in full, except for taxes based on Company’s' net income.

3. CUSTOMER'S OBLIGATIONS

3.1 Compliance with Law. Customer acknowledges that Company exercises no control over the content of the information passing through the Customer’s websites and that it is the sole responsibility of Customer to ensure that the information it transmits and receives complies with all applicable laws and regulations.

3.2 No Resale. The Services are for use by Customer only and not for resale to any third party.

4. CONFIDENTIAL INFORMATION

4.1 Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, including the terms and conditions of this Agreement (“Confidential Information”). Confidential Information will include, but not be limited to, each party's proprietary software and developer information. Each party shall not disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information, except as expressly permitted by this Agreement.

4.2 Exceptions. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.

5. INTELLECTUAL PROPERTY AND OWNERSHIP

5.1 “Intellectual Property” means all intellectual property rights of every kind and description, including without limitation all U.S. and non-U.S. (a) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) rights in or to copyrights, whether or not registered, (d) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions, (e) rights in software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.

5.2 No Ownership Rights. Use of Company services or software shall in no way assign or transfer Customer any right, license, or claim of ownership of any kind to any Company Intellectual Property. Customer irrevocably waives any and all claims to any and all Company Intellectual Property.

5.3 Customer Data. Customer Data means all data imported or entered by Customer by any means. All Customer Data is irrevocably deemed the exclusive property of Customer. Company irrevocably waives any and all claims to any and all Customer Data.

5.4 No Work Product. No Work Product of any kind is provided under this agreement or any other agreement. At no time during or after the term of this agreement shall any artifact exist that could be considered Customer property other than the aforementioned Customer Data.

6. REPRESENTATIONS AND WARRANTIES

6.1 Warranties by Customer (a) Customer’s Business. Customer represents and warrants that Customer's services, products, materials, data, and information used by Customer in connection with this Agreement as well as Customer’s and its permitted customers’ and users’ use of Services (“Customer’s Business”) does not as of the Installation Date and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation. (b) Breach of Warranties. In the event of any breach, or reasonably anticipated breach, of any of Customer’s warranties herein, in addition to any other remedies available at law or in equity, Company will have the right to immediately, in Company’s sole discretion, suspend any related Services if deemed reasonably necessary by Company to prevent any harm to Company or its business.

6.2 Warranties and Disclaimers by Company. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.

7. LIMITATIONS OF LIABILITY

7.1 Exclusions. Company will not be liable to Customer for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption of Customer’s Business, even if Company is advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.

7.2 Maximum Liability. COMPANY'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY HEREUNDER FOR THE PRIOR 12 MONTH PERIOD.

7.3 Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges that Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

8. INDEMNIFICATION

8.1 Company's Indemnification of Customer. Company shall indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action”) brought against Customer alleging the infringement of any third party registered U.S. copyright or issued U.S. patent resulting from the provision of Services pursuant to this Agreement, but excluding any infringement contributorily caused by Customer’s Business.

9. TERM AND TERMINATION

9.1 Term. This Agreement is effective on the Effective Date and continues indefinitely thereafter unless and until terminated according to the provisions of this Section.

9.2 Auto-Renewal. This Agreement renews automatically for successive one year periods at the expiration of the Initial Term, unless terminated by either party by written notice given to the other at no sooner than but within 90 days prior to its termination date.

9.3 Termination (a) For Convenience. Either party may terminate this Agreement for convenience upon written notice at any time during which no Service Order is in effect. (b) For Cause. Either party will have the right to terminate this Agreement, or the applicable Service Order, if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five days after receipt of written notice from Company. Either party may terminate this Agreement if: (i) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

9.4 No Liability for Termination. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. The Company is not obligated to provide any refund in any amounts in the event the Customer cancels prior to the term of the Service Order.

9.5 Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (a) Company may immediately cease providing Services hereunder; (b) any and all payment obligations of Customer under this Agreement will become due immediately; (c) within 30 days after such expiration or termination, each party shall return or destroy all Confidential Information of the other party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

9.6 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8, and 9.

10. MISCELLANEOUS PROVISIONS

10.1 Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance

10.2 Marketing. Customer acknowledges that Company may refer to Customer by trade name and trademark and may briefly describe Customer’s Business in Company’s marketing materials and web site. Customer hereby grants Company a license to use any Customer trade names and trademarks solely in connection with the rights granted to Company pursuant to this Section.

10.3 Government Regulations. Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

10.4 Non-Solicitation. During the period beginning on the Effective Date and ending on the first anniversary of the termination or expiration of this Agreement in accordance with its terms, Customer shall not, and shall ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Company during such period.

10.5 Governing Law; Dispute Resolution, Severability; Waiver. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Colorado of the United States of America, excluding Colorado conflict of laws rules, and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either party through binding arbitration. Arbitration will be conducted in Durango, Colorado, and will be administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures and in accordance with the Expedited Procedures in those rules.  The parties agree to pay their own expenses, including travel, reasonable fees, costs and disbursements of counsel. The parties agree to equally share the fees of the arbitrator and any administrative fees of JAMS. The parties agree that the arbitrator shall issue a binding written award that sets forth the essential findings and conclusions on which the award is based.  The parties agree that the decision of the arbitrator is final and waive all rights to appeals or further forms of dispute resolution.  The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.

10.6 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Company, except that Customer may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any attempted assignment or delegation without such consent will be void. Company may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

10.7 Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, if to Company, to the address on the company website, and if to Customer, to the address on the company website, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier. 10.8 Relationship of Parties. Company and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Customer. Neither Company nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

10.9 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. In the event this agreement conflicts in whole or in part with any and all license agreements between Customer and Company including but not limited to shrink-wrap or click-wrap agreements, this agreement shall prevail.

Customer and Company hereby agree to the terms of this Agreement by the Customer’s use of the Service.

[ END OF TERMS OF SERVICE ]

Privacy Policy

INTRODUCTION

GitPrime, Inc., a Delaware Corporation (“GitPrime”, “we”, “us”, or the like) provides this Privacy Policy to inform users of our policies and procedures regarding the collection, use and disclosure of personally identifying information (or “PII”) received from users of our website and our software-as-a-service platform (the “Service” or “Website”).

In most cases, GitPrime’s customer for the Service is an organization and a user is accessing and using the Service as an authorized representative of that organization (“Customer”).

References to “you”, “your”, “user(s)”, and the like in this Privacy Policy generally refer to the customer organization, not individual end users, or the individuals whose information has been provided by an authorized representative.

In such cases, GitPrime receives and processes information under the direction of its customer and has no direct contractual relationship with the individuals whose PII is or may be provided.

This Privacy Policy applies to the Website and the Service, and includes information collected via the Website, email, SMS, telephone or other means.

By using or accessing the Website or the Service, you are accepting the practices described in this Privacy Policy, and you are consenting to our processing of your information as set forth in this Privacy Policy now and as amended by us.
Except as otherwise expressly set forth in this Privacy Policy or otherwise mutually agreed with the applicable customer, our use of PII collected through the Service shall be limited to the purpose of providing the Service for which the applicable customer has engaged GitPrime.

WEB VISITORS

Like most website operators, GitPrime collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request.

GitPrime also collects potentially personally-identifying information like Internet Protocol (IP) addresses. GitPrime does not use such information to identify its visitors, and does not disclose such information, other than under the same circumstances that it uses and discloses personally-identifying information, as described below.

GATHERING OF PERSONALLY-IDENTIFYING INFORMATION (PII)

Registered users require GitPrime to gather personally-identifying information. The amount and type of information that GitPrime gathers depends on the nature of the interaction. In each case, GitPrime collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with GitPrime.

GitPrime does not disclose personally-identifying information other than as described below. And customers can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain service-related activities.

AGGREGATED STATISTICS

GitPrime may collect statistics about the behavior of Customer activity. However, GitPrime does not disclose personally-identifying information other than as described below. From time to time, GitPrime may release non-personally-identifying information in the aggregate (e.g., by publishing a report on trends).

PROTECTION OF CERTAIN PERSONALLY-IDENTIFYING INFORMATION

GitPrime discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors, and affiliated organizations that (i) need to know that information in order to process it on GitPrime's behalf or to provide services available at GitPrime's services, and (ii) that have agreed not to disclose it to others.

Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using GitPrime's websites, you consent to the transfer of such information to them.

GitPrime will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors, and affiliated organizations, as described above, GitPrime discloses potentially personally-identifying and personally-identifying information only when required to do so by law, or when GitPrime believes in good faith that disclosure is reasonably necessary to protect the property or rights of GitPrime, third parties, or the public at large.

GitPrime may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with GitPrime and our products. We primarily use our blog to communicate this type of information, so we expect to keep this type of email to a minimum. GitPrime takes all measures reasonably necessary to protect against the unauthorized access, use, alteration, or destruction of potentially personally-identifying and personally-identifying information.

COOKIES

A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. We use both session ID cookies and persistent cookies. A session ID cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period of time. 

GitPrime uses cookies to help GitPrime identify and track visitors, their usage of GitPrime website, and manage certain features. GitPrime visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using GitPrime's websites, with the drawback that most features of the service will be unusable and only the most basic public content available. The use of cookies by third parties is not covered by our privacy policy. For example, when we include content from other sites (e.g., Google Analytics, etc.) these sites may also set their own cookies and we do not have access or control over these cookies.

PRIVACY POLICY CHANGES

Although most changes are likely to be minor, GitPrime may change its Privacy Policy from time to time, and at GitPrime's sole discretion. GitPrime encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.

CONTACT INFORMATION

If you have any questions or comments about this Privacy Policy, please contact us at [email protected]

[ END OF PRIVACY POLICY ]

Support and Service Level Agreement

This GitPrime Service Level Agreement (“SLA”) between GitPrime, Inc. (“GitPrime”, “us” or “we”) and users of the GitPrime Services (“you”) governs the use of the GitPrime Services. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

SERVICE COMMITMENT: 99.95% UPTIME

GitPrime will use commercially reasonable efforts to make the GitPrime Services available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the “Service Commitment”). Subject to the GitPrime SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than 21.56 min/month of Unavailability.

DEFINITIONS

“GitPrime Service” or “Service” or “Services” means your login to our shared hosted environment, it specifically excludes on-premises installations.

“Maintenance” means scheduled or unscheduled Unavailability of the Services, as announced or not announced by us prior to the Services becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the GitPrime Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any GitPrime SLA Exclusion.

“Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean the GitPrime Service is not running or not reachable due to GitPrime’s fault excluding unavailability resulting directly or indirectly from any GitPrime SLA Exclusion.

SERVICE COMMITMENTS AND SERVICE CREDITS

Service Credits are calculated as a percentage of the total charges due on your invoice for the monthly billing cycle (or as calculated monthly pro-rata if paid in advance) in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges during the period of Unavailability. For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges during the period of Unavailability.

We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from GitPrime. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than two hundred dollars ($200.00 USD). Service Credits may not be transferred or applied to any other account and are not cumulative across monthly billing periods.

SOLE REMEDY

Unless otherwise provided elsewhere, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the GitPrime Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

CREDIT REQUEST AND PAYMENT PROCEDURE

To receive a Service Credit, you must submit a claim by emailing [email protected] To be eligible, the credit request must be received by us within 5-days of the period of unavailability and must include:

  • The words “SLA Credit Request” in the subject line;
  • The dates and times of each Unavailability incident that you are claiming;
  • The primary account holder's name or company name; and
  • Logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

GITPRIME SLA EXCLUSIONS

The Service Commitment does not apply to any unavailability, suspension or termination of the GitPrime Services, or any other GitPrime Service performance issue:

  • That results from a loss of password, suspension, payment dispute, or contract dispute of any kind;
  • Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the GitPrime network;
  • That results from any actions or inactions of you or any third party;
  • That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
  • That results from failures of GitPrime Services not attributable to Unavailability; or
  • That results from any Maintenance. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our sole discretion.

[ END OF SERVICE LEVEL AGREEMENT ]