Terms of Service for Sourcegraph Cloud (Archived)

Last modified: February 9, 2022

See the changes since the previous version or visit our archives.

Thank you for using Sourcegraph! This page lays out the basic terms and conditions that apply to your use of Sourcegraph Cloud.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE YOUR UNDERSTANDING OF EACH PROVISION. THE AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

As used on this page, the following terms have the following specific meanings:

1.1 “Account” means the account you've created via the Site in order to use the Services.

1.2 “Agreement” means, collectively, the terms and conditions laid out on this page (these “Terms”), along with any order for Services (“Order Form”) and all other applicable rules, policies, and procedures that we may publish from time to time on the Site, including but not limited to our Privacy Policy.

1.3 “Content” means any content displayed on the Site or made available through the Services, including but not limited to text (including Documentation), data (including Code Data), articles, images, photographs, videos, applications, software (including source code), and other materials, as well as the Services themselves (with respect to us).

1.4 “Documentation” means the documentation regarding the Services that we make available for use at https://docs.sourcegraph.com.

1.5 “Code” means source code that we analyze in order to provide you Code Data via the Services.

1.6 “Code Data” means the results of our analysis of Code, which we may provide to you from time to time via the Services.

1.7 “Services” means, collectively, the applications, software, products, and services provided by us on or for use exclusively in connection with the Site, including but not limited to our browser and editor extensions (to the extent exclusively connected to the Site and not a self-hosted instance).

1.8 “Site” means our website located at sourcegraph.com, and all content, services, and products provided by us at or through the Site (or any subdomain or successor site).

1.9 “Sourcegraph”, “we”, or “us” refers to Sourcegraph, Inc., as well as its affiliates.

1.10 “You” refers to the individual person, company, or organization that has visited or is using the Site or Services, that accesses an Account, or that directs the use of the Account. If you’re entering into the Agreement on behalf of your company or organization (your “Organization”), then (i) the Agreement is an agreement between us and you and us and that Organization and your acceptance of this Agreement binds that Organization, (ii) you represent and warrant that you’re authorized to bind that Organization to the Agreement and that you've read, understood, and agree to be bound by the Agreement on that Organization’s behalf, and (iii) references to "you" herein will mean you and that Organization.

2.1 Account Responsibility and Security.

1. Generally. If you’re entering into the Agreement on behalf of your Organization, your Organization has administrative control of all Accounts tied to the Organization. Only you may use your Account, and a single Account may not be shared by multiple people. You are, or your Organization is, fully responsible for your Account and all Content posted under it.

2. Age Limitation. In order to create an Account or use our Services, you must be at least eighteen (18) years old and, in any event, we do not permit any users under thirteen (13) years old to use our Services for any purpose. If we discover that an Account is being used by a user under thirteen (13) years old, we will terminate that Account immediately without notice to you.

3. Security. You’re responsible for the security of your Account when using our Services. While we may offer tools to help you maintain your Account’s security, these are not guaranteed to work. Accordingly:

   (i) you’re responsible for all Content posted under your Account (even if you didn't post it);

   (ii) you’re responsible for maintaining the security of your Account and password and we have no liability of any kind for any loss or damage from your failure to secure them; and

   (iii) you must notify us immediately on becoming aware of any unauthorized use of or access to the Services through your Account.

2.2 Required Information. In order to register for an Account, you must provide all of the information we request during the onboarding process. We may use that information in accordance with our Privacy Policy.

3.1 License from Us to You.

1. Grant. Subject to the terms and conditions of the Agreement, we hereby grant to you a limited, revocable, non-transferable, non-sublicensable (except, with respect to Organizations, to your employees and contractors performing services for you or on your behalf) license to access and use the Services in order to review Code Data in the manner contemplated by the Agreement and the Documentation, solely for your internal business purposes. You may only use the Documentation to support your use of the Services. All rights in the Services and Code Data not expressly granted herein are hereby reserved by us.

2. Restrictions. You may not, and may not permit any third-party to redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to all or any part of the Services or Code Data without our prior written approval. Your use of the Site and Services must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Site and Services complies with laws and any applicable regulations.

3. No Sensitive Data. You acknowledge and agree that, (i) the Services are not designed to store Sensitive Data (as defined below), and (ii) you will not use the Services to store Sensitive Data. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in HIPAA; (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (“GLBA”) or related rules or regulations; or (vi) any data similar to the above protected under applicable laws. You acknowledge that the Services and related features are not intended to meet any legal obligations for these uses, including HIPAA and GLBA requirements and that we are not a Business Associate as defined under HIPAA. Therefore, notwithstanding anything else in this Agreement, we have no liability for Sensitive Data processed in connection with your use of the Services.

3.2 License Grant from You to Us.

1. User-Generated Content. Some areas of the Services allow users to post Content such as profile information, proprietary Code, comments, reviews, etc. (“User-Generated Content” or “UGC”) (for clarity, this does not include open source Code as defined by the Open Source Initiative at https://opensource.org/osd). WE CLAIM NO OWNERSHIP OF YOUR UGC. However, you understand that other users may view and interact with your UGC in accordance with your Account settings, and you grant us rights reasonably necessary to do so. We have the right (but not the obligation) to remove any UGC at any time and for any reason.

2. Grant. By posting UGC on or through the Services, you grant (and you represent and warrant that you have all rights necessary to grant) to Sourcegraph a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, modify, and publish all such UGC via the Services (including your name, voice, and/or likeness as contained in your UGC) for the limited purposes of: (i) providing and improving the Services; (ii) protecting the Services to prevent abuse; (iii) tailoring the Services to you; and (iv) marketing the Services. We do not use any Content (including any UGC) in private repositories to market the Services. The license you give us is only for the above purposes.

3. Representations and Warranties Regarding UGC. In connection with your UGC, you represent, warrant, and covenant that you have the right to post it, including written consent from anyone referenced or involved, it doesn't violate any laws (such as IP or privacy rights), and we won’t have to pay anybody else (including you) in order to host it and make it available to other users. You’re responsible for obtaining all necessary consents and permissions for any UGC, including Code, that you provide or make accessible to the Services.

4. Responsibility for UGC. We take no responsibility and assume no liability for any UGC that you or any other user or third-party posts. You’re solely responsible for your UGC and the consequences of posting it, and you agree that we’re only acting as a passive conduit for your online distribution and publication of your UGC. You understand and agree that you may be exposed to UGC that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and we’re not liable for any damages you allege to incur as a result.

5. Private Repositories. Some Accounts have private repositories, which allow you to control access to Content. We consider the contents of private repositories to be confidential to you. Our personnel may only access the content of your private repositories in the situations described in our Privacy Policy. In addition, you may enable additional access to your private repositories to use certain services or features. We may also be compelled by law to disclose the contents of your private repositories, in which case we will provide notice regarding our access to private repository content to the extent permitted by law.

3.3 Ownership of the Services. The Services are owned and operated by Sourcegraph. All Content made available via the Services is owned by us or our licensors (including you, with respect to UGC) and is protected by intellectual property and other applicable laws. All of our trademarks, service marks, and trade names are proprietary to us or our affiliates.

3.4 Ideas. You may submit comments or ideas about the Services, such as how to improve it. By submitting a comment or idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the comment or idea without any additional compensation to you. By acceptance of your submission, we do not waive any rights to use similar ideas we already had or obtained from other sources.

3.5 Extensions. As described above, certain features of the Services may allow you to download software packages from the Extension Registry. These packages may be offered by us or by third-party providers. Packages made available by third-party providers are subject to separate terms and conditions and are not governed by these Terms.

3.6 Beta Services. We may make beta and experimental products, features, and Documentation available to you on an early access basis (“Beta Services”). Beta Services are not generally available and may contain bugs, defects, and errors. We provide Beta Services “as is,” without warranties, and may discontinue the Beta Services at any time. Our service level agreements do not apply to Beta Services. If and when the Beta Services become generally available, you will have the option to pay for the software or discontinue its use. We may use your feedback about Beta Services.

In the course of your use of the Services, we may collect certain information about your use, including aggregated data derived from you and other users’ access and use of the Services (“Usage Data”). You acknowledge and agree that Usage Data is owned solely and exclusively by us, and that we may use it for any legal purpose, including for purposes of operating, analyzing, improving, or marketing our products and services.

If we share or publicly disclose any information constituting or derived from Usage Data (e.g., in marketing materials), we will aggregate or anonymize that information to avoid identifying you or any other individual.

User privacy is important to us. Please read our Privacy Policy carefully for details relating to how we collect, use, and disclose personal information you provide to us.

We have implemented commercially reasonable technical and organizational measures designed to secure information you provide us from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your information for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide any sensitive information to us at your own risk.

If you are an Organization established in the European Economic Area, the United Kingdom or Switzerland, or otherwise obliged to comply with the General Data Protection Regulation, we will process any information relating to identified or identifiable natural persons in accordance with our Data Processing Addendum, which will be incorporated by reference into the terms of this Agreement.

6.1 Definition. "Confidential Information" means all non-public information disclosed by us to you, or vice-versa, that is designated by the discloser as confidential or that reasonably should be considered confidential given the nature of the information or circumstances of its disclosure.

6.2 Exclusions. Confidential Information does not include any information that

1. was or becomes publicly known through no fault of the receiving party;
2. was rightfully known or becomes rightfully known to the receiving party without confidential restriction from a third-party that has a right to disclose it;
3. is approved by the disclosing party for disclosure without restriction in a written document or electronic record; or
4. the receiving party independently develops without access to or use of the other party’s Confidential Information.

6.3 Restrictions on Use and Disclosure. Neither party will use the other party’s Confidential Information except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”) who (i) have a need to know such information, and (ii) are subject to confidentiality obligations at least as protective of the Confidential Information as the terms of this Agreement. Each party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party if required by any governmental body, so long as, to the extent allowed under applicable law, the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the requirement. The restrictions set forth in this Section will survive the termination or expiration of this Agreement.

7.1 Subscription Period. Unless otherwise stated in an Order Form, this Agreement starts on the earlier of the date on which you: (a) agree to the terms and conditions of this Agreement; or (b) first register for an Account and will continue in effect until either you or we terminate it (the “Subscription Period” or “Term”).

7.2 Termination for Breach. If a party fails to cure a material breach of the Agreement within thirty (30) days after receiving written notice of breach, the other party may then terminate the Agreement within the following thirty (30) days. We will refund you any prepaid, unused fees.

7.3 Termination for Convenience. Either party may terminate this Agreement, for any reason or for no reason, provided that you are responsible for all prepaid fees and fees you commit to in an Order Form. If we terminate the Agreement under this section, we will refund you for all prepaid fees for the remainder of the Subscription Period.

7.4 Effect of Termination; Survival. Upon termination of this Agreement, you may no longer use the Services, and if any fees were owed prior to termination, you must pay those fees immediately. Any provisions of this Agreement that, by their terms or their nature, should survive the termination of this Agreement shall so survive. For purposes of clarity, your right to use the Services will not survive any termination of this Agreement. Following termination of this Agreement, Sourcegraph will remove your Content from the Services.

8.1 Pricing. You are responsible for paying any applicable fees as set forth on our Pricing and Payment Terms or in an Order Form and applicable taxes associated with the Services in a timely manner with a valid payment method. Unless otherwise stated in an Order Form, you will pay all invoices within thirty (30) days of receipt. You agree that we may charge for any such fees owed. You are required to keep your billing information current.

8.2 Term. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preference. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.

8.3 Responsibility for Changes. You are responsible for all charges incurred by usage of your Account. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. You are also responsible for paying any governmental taxes imposed on your use of the Services, including, but not limited to, sales, use, or value-added taxes.

8.4 No Refunds. All fees and charges are earned upon receipt by us and are nonrefundable unless negotiated otherwise, except (a) as expressly set forth herein, and/or (b) as required by applicable law.

8.5 Renewals. Unless otherwise stated in an Order Form, your subscription will be automatically renew for one (1) year terms at the then-current fees and your credit card account (or other payment method account) will be charged without further authorization from you, absent sixty (60) day written notice of non-renewal prior to the end of your current subscription term.

You may enable the Services to call the servers of other websites or services (“Third Party Services”) in order to help you analyze Your Code. We do not share Your Code with third-party services, unless you enable the integration or extension. We make no warranties of any kind with regard to anything that is contained on or accessible through them. Access and use of Third Party Services is solely at your own risk.

The Services may contain copyrighted software of our licensors (“Third Party Software”). The licensors retain all right, title, and interest in and to such Third Party Software and all copies thereof. Your use of any Third Party Software is subject to the terms and conditions of this Agreement, and any other terms and conditions in any Third Party Software documentation or printed materials (including EULAs).

If there's ever a conflict between the terms of this Agreement and the terms applicable to any Third Party Software, and the conflict relates to the use of that Third Party Software, their terms and conditions will govern the conflict.

We respect the intellectual property of others and ask that you do too. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:		DMCA Notice
            Sourcegraph Inc.
Address:    548 Market St PMB 20739, San Francisco, CA 94104-5401
Tel.        (650) 273-5591
Email:      legal@sourcegraph.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

We warrant that (1) the Services will perform materially in accordance with the applicable Documentation when accessed and used as recommended in the Documentation and in accordance with the Agreement and (2) to the best of our knowledge, the Services are free from, and we will not knowingly introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm. Your sole and exclusive remedy for breach of the warranties in this section is set forth in Section 7.2.

OTHER THAN THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 11, THE SERVICES AND CODE DATA, AND ANY OTHER SOFTWARE, APPLICATIONS, PRODUCTS, AND SERVICES MADE AVAILABLE ON OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SOURCEGRAPH DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, WE DO NOT WARRANT THAT THE SERVICES OR CODE DATA OR ANY PART THEREOF (OR YOUR ACCESS THERETO) WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS AS PROVIDED BY LAW.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY (OR ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES, OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE OR A SOURCEGRAPH-AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IN SUCH CASES, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL EACH PARTY'S (OR ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS’) TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

You acknowledge and agree that we have offered our products and services, set our prices, and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the disclaimers of warranty and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the disclaimers of warranty and the limitations of liability set forth herein form an essential basis of the bargain between you and us.

13.1 By You. You agree to defend us and our affiliates, directors, officers, employees, and contractors from and against any third-party claims, proceedings, demands, and investigations and indemnify us for damages, attorney’s fees, and costs arising from Your Code or Content, your use of the Services in violation of the Agreement including any data or work transmitted or received by you, your violation of the Agreement or applicable laws, your infringement of any third-party intellectual property or other right of any person or entity, or any other party’s access and use of the Services with your unique username, password, or other appropriate security code.

13.2 By Sourcegraph. We agree to defend you and your affiliates, directors, officers, employees, and contractors from and against any third-party claims, proceedings, demands, and investigations and indemnify you for damages, attorney’s fees, and costs arising from your use of the Services or Documentation in accordance with this Agreement that infringes or misappropriates such third-party’s intellectual property rights, except for claims arising from (a) Your Code or Content, (b) your use of the Services in violation of the Agreement, or (c) any modification, combination, or development of the Services not performed by us.

13.3 Procedure. Each party must give the other prompt written notice of any defense or indemnity sought and reasonable cooperation in the defense. The defending party will have sole control of the defense and settlement, provided that neither party may enter into a settlement placing any material obligation of any kind, including any admission of liability or payment of any amount, on the other party without the other party’s prior written approval, not to be unreasonably withheld, conditioned, or delayed.

14.1 Location of the Services. The Services are controlled and operated from our facilities in the United States. We make no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S. By using the Services, you are consenting to have your personal data transferred to and processed in the United States.

14.2 Export Controls. The Services and the underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Services, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you agree to comply with all export laws and other applicable laws.

15.1 Governing Law. The Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the preceding sentence with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.

15.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from us. For any dispute with us, you agree to first contact us at support@sourcegraph.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless we agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.

15.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THE AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16.1 Notices and Electronic Communications. We may provide you with (and you hereby consent to our provision of) notices, including those regarding changes to our terms and conditions, by email, regular mail, or postings on the Services. Notice will be deemed given twenty-four hours after email is sent, unless we’re notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Services is deemed given five (5) days following the initial posting. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in the Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

16.2 Updates and Modifications. We may, in our sole discretion, modify or update the Agreement (or any part thereof, including these Terms) from time to time, so you should review this page periodically. When we change the Agreement (or any part thereof, including these Terms) in a material manner, we will update the 'last modified' date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service, unless you have signed an Order Form with us where the terms in effect as of your Order Date will apply. If you have purchased a subscription to use the Services, any change to these Terms will be effective with respect to such Services upon the renewal of your subscription, unless otherwise stated in an Order Form.

16.3 U.S. Government End Users. The Services were developed by private financing and constitute a "Commercial Item," as that term is defined at 48 C.F.R. § 2.101. The Services and Documentation consist of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire only those rights in the Services and the documentation that are specifically provided by this Agreement. Consistent with 48 C.F.R. § 12.211, all U.S. Government End Users acquire only technical data and the rights in that data customarily as specifically provided in this Agreement.

16.4 Waiver. A party's failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the waiving party.

16.5 Severability. If any provision of the Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

16.6 Assignment. The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party without written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

16.7 Survival. Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.

16.8 Headings. The heading references herein are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.

16.9 Marketing and Publicity. If you are an Organization, we may use your name and logo to identify you as a customer and use product testimonials and quotes your representatives may provide us.

16.10 Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between you and us relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by us as set forth in the Agreement.

16.11 Claims. To the extent permissible under applicable law, you and we agree that any cause of action you may have arising out of or related to the Services or Code Data must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

16.12 Disclosures. The Services are offered by Sourcegraph, Inc., located at 548 Market St PMB 20739, San Francisco, CA 94104-5401, and can be reached via email at support@sourcegraph.com or telephone at (650) 273-5591. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.