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- Legal
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---
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Your participation in the GitHub Sponsors Program (the "Program") is subject to the [GitHub Terms of Service](/site-policy/github-terms/github-terms-of-service) (the "Agreement"), as well as the following additional terms ("Additional Terms"). Any use of the GitHub Sponsors Program that violates the Agreement will also be a violation of these Additional Terms. Any capitalized terms used but not defined below have the meanings in the Agreement. These Additional Terms for the GitHub Sponsors Program describe the relationship between GitHub and you, the "Sponsored Developer", for the Program. The Additional Terms are effective as of the date you accept them ("Effective Date").
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Your participation in the GitHub Sponsors Program (the "Program") is subject to the [GitHub Terms of Service](/site-policy/github-terms/github-terms-of-service) (the "Agreement") or other agreement you have with GitHub (for example the GitHub Customer General Terms, the GitHub Corporate Terms of Service or other agreement), as well as the following additional terms ("Additional Terms"). Any use of the GitHub Sponsors Program that violates the Agreement will also be a violation of these Additional Terms. Any capitalized terms used but not defined below have the meanings in the Agreement. These Additional Terms for the GitHub Sponsors Program describe the relationship between GitHub and you, the "Sponsored Developer", for the Program. The Additional Terms are effective as of the date you accept them ("Effective Date").
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The purpose of this Agreement is to: 1) set forth the terms under which Sponsors will participate in the GitHub Sponsors Program (the "Program"); and 2) set forth the terms under which Sponsored Developers may participate in the Program. The Program allows sponsors to identify certain open source projectws ("Projects") housed on GitHub and to make committed investments in those Projects to further the Projects' development.
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## 1. Definitions.
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"**Confidential Information**" means all non-public information disclosed under this Agreement by either party to the other in any format, designated as confidential or that the receiving party knows or reasonably should know, under the circumstances surrounding the disclosure and the nature of the information, is confidential to the disclosing party. Confidential Information does not include any information that (i) was or becomes publicly known through no fault of the receiving party; (ii) was or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer or such disclosing Party; or (iv) the receiving party independently develops without access to or use of the disclosing party's Confidential Information.
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"**GitHub Policies**" means all then-current policies and procedures of GitHub that Sponsored Developer must follow as noted in the Program, including the [GitHub Community Guidelines](/site-policy/github-terms/github-community-guidelines).
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"**Sponsor**" means the User who purchased a Subscription from or paid a Sponsorship to you through your Sponsored Developer Account.
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“**Sponsored Developer**” means the individual or entity that develops content under the Program and receives Sponsored Developer Payments while participating in the Program.
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"**Sponsored Developer Account**" means the account that you establish through the Program to receive payment from Sponsors.
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"**Sponsored Developer Content**" means all content you submit to GitHub in connection with the Program, including User-Generated Content and Your Content; your brand names, trademarks, service marks, trade names, logos, or indicia of origin ("**Sponsored Developer Marks**"); and data associated with your Sponsored Developer Account.
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@ -30,9 +36,11 @@ Your participation in the GitHub Sponsors Program (the "Program") is subject to
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"**USD**" means United States Dollar.
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## 2. Acceptable Use.
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# Terms For Sponsored Developer
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### 2.1. GitHub Sponsors Program
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## 1. Acceptable Use.
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### 1.1. GitHub Sponsors Program
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In order to participate in the Program, you must comply with your country's minimum age laws (for example, you must be at least 13 years of age if you live in the United States), have a valid GitHub account, and have agreed to the [Acceptable Use section](/site-policy/github-terms/github-terms-of-service#c-acceptable-use) in the Agreement and applicable GitHub Policies, and these GitHub Sponsors Additional Terms.
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@ -54,11 +62,11 @@ You will not under any circumstances allow payments or raise funds involving:
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- activities with, in, or involving countries, regions, governments, persons, or entities that are not permitted under U.S. and other economic sanctions under applicable law.
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### 2.2. GitHub Sponsors Matching Fund
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### 1.2. GitHub Sponsors Matching Fund
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The GitHub Sponsors Matching Fund aims to encourage the community that participates in the Open Source Software (OSS) ecosystem to contribute sustainable funding to qualifying individuals with Sponsored Developer Accounts. All individuals who applied to the Program before January 1, 2020, will be reviewed for eligibility for the Matching Fund, but not all eligible individual Sponsored Developer Accounts will receive matching. Organizations cannot participate in the GitHub Sponsors Matching Fund, and Sponsorship from an organization to a qualifying Sponsored Developer Account will not be matched. See below for additional rules.
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#### 2.2.1. Matching Fund Terms.
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#### 1.2.1. Matching Fund Terms.
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Eligibility for the GitHub Sponsors Matching Fund is evaluated on a case-by-case basis and is subject to the following limitations:
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@ -70,7 +78,7 @@ Eligibility for the GitHub Sponsors Matching Fund is evaluated on a case-by-case
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- GitHub reserves the right to withhold or rescind Matching Fund money and block any user from participation in the GitHub Sponsors Matching Fund for any reason, including but not limited to posting content or projects that GitHub determines are offensive or otherwise objectionable.
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#### 2.2.2. Matching Period.
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#### 1.2.2. Matching Period.
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The matching period begins after GitHub accepts an individual Sponsored Developer Account into GitHub Sponsors. For each individual Sponsored Developer Account eligible for the GitHub Sponsors Matching Fund, GitHub can match community sponsorship up to $5,000 USD total during the Sponsored Developer Account's first 12 months in the Program. The matching period cannot be extended for any reason. During the matching period, GitHub will not charge any fees, so 100% of sponsorships will go to the sponsored developer. In the future, we may charge a nominal processing fee.
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@ -82,55 +90,55 @@ The matching period begins after GitHub accepts an individual Sponsored Develope
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- {% data reusables.sponsors.github-contact-applicants %}
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## 3. Sponsored Developer Obligations.
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## 2. Sponsored Developer Obligations.
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### 3.1. General.
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### 2.1. General.
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You will: (A) create a Sponsored Developer Account; (B) make Sponsored Developer Content available via the Program and Service; and, (C) comply with all GitHub Policies. You will be solely responsible for support, development, and maintenance of your Sponsored Developer Account and Sponsored Developer Content, and any complaints about them.
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### 3.2. Registration.
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### 2.2. Registration.
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If you choose to apply for the Program, entry into the Program is contingent upon your completion of the registration process and acceptance into the Program by GitHub. In addition, you may be required to register with the payment service provider(s) selected by GitHub (such as Stripe) in order to access and use certain features of the Program. You must register with your true identity, and you agree to provide and maintain true, accurate, current and complete information about yourself as requested by the Program's registration form. Registration data and certain other information about you are governed by our [Privacy Statement](/site-policy/privacy-policies/github-privacy-statement), as well as any privacy statement provided by our payment processor. GitHub reserves the right to refuse acceptance into the Program.
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### 3.3. Content Monetization.
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### 2.3. Content Monetization.
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Through the Program and Service, GitHub may provide you various options to monetize your Sponsored Developer Content. Some options may require you to update certain settings in your Sponsored Developer Account. In addition, the ways in which the Program supports each monetization option may vary. If you utilize one (or more) of these options by changing the applicable settings, then you agree to the terms that apply to that option. Some monetization options may require you to provide additional information to GitHub or its service providers, or to accept additional GitHub terms or third-party terms.
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#### 3.3.1. Subscriptions.
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#### 2.3.1. Subscriptions.
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The Program provides you with the capability to offer Subscriptions. If you choose to offer Subscriptions, then GitHub will pay you the Subscription Sponsorship as provided in Section 4. You are responsible for determining the nature, content, and capabilities of your Subscription offer, subject to these Additional Terms and applicable GitHub Policies.
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#### 3.3.2. Other Sponsorships.
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#### 2.3.2. Other Sponsorships.
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The Program or Service may provide you with the ability to accept a donation or other type of direct Sponsorship from another User without a Subscription offer. However, because GitHub does not fulfill those types of Sponsorships, you must establish a merchant account with a third-party payment service provider (such as Stripe) and be subject to that service provider's merchant account terms, conditions, and privacy policies. Any amounts contributed to you, donation or otherwise, will be paid directly to your merchant account and not included in any Sponsored Developer Payments. You agree that you will not have any claim or remedy against GitHub relating to donations and any disputes relating to a donation are solely between you and the third-party payment service provider. You are responsible for compliance with any third-party payment service provider's agreements, policies, and laws or regulations that may apply. GitHub may elect to provide you with information or a report on the amount of donations made to you for your convenience.
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#### 3.3.3. Advertising.
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#### 2.3.3. Advertising.
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While we understand that you may want to promote your Sponsors by posting their names or logos in your account, the primary focus of your Sponsored Developer Content should not be advertising or promotional marketing. In addition, you may not enter into any advertising agreement to promote any product or brand if doing so would be prohibited by the [Agreement](/site-policy/github-terms/github-terms-of-service) or GitHub's Community Guidelines. If you decide to host any advertising or promotional materials in your Sponsored Developer Content, you are solely responsible for complying with all applicable laws and regulations, including the U.S. Federal Trade Commission's Guidelines on Endorsements and Testimonials.
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## 4. Financial Terms.
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## 3. Financial Terms.
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### 4.1. Payment.
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### 3.1. Payment.
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GitHub will pay you the Sponsored Developer Payment in accordance with this Section 4, so long as you meet the Sponsored Developer Obligations in Section 3 and are not in violation of these Additional Terms. If you fail to meet these obligations for any given month, we may at our sole discretion withhold the Sponsored Developer Payment for that month. If you fail to meet or maintain the Sponsored Developer Obligations for two (2) or more months during the Term (consecutively or non-consecutively), then GitHub may terminate these Additional Terms as provided in Section 6.
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GitHub will pay you the Sponsored Developer Payment in accordance with this Section 3, so long as you meet the Sponsored Developer Obligations in Section 2 and are not in violation of these Additional Terms. If you fail to meet these obligations for any given month, we may at our sole discretion withhold the Sponsored Developer Payment for that month. If you fail to meet or maintain the Sponsored Developer Obligations for two (2) or more months during the Term (consecutively or non-consecutively), then GitHub may terminate these Additional Terms as provided in Section 5.
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### 4.2. Sponsored Developer Payment Exclusions.
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### 3.2. Sponsored Developer Payment Exclusions.
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The following amounts are not included in Sponsored Developer Payments, or may be withheld by GitHub, as applicable.
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#### 4.2.1. Sponsored Developer Expenses.
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#### 3.2.1. Sponsored Developer Expenses.
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You will bear all expenses you incur in connection with your performance under these Additional Terms. We will not reimburse or advance you for any expenses.
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#### 4.2.2. Taxes.
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#### 3.2.2. Taxes.
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GitHub intends to comply with all applicable tax information reporting and tax withholding laws that GitHub reasonably determines in its judgment apply to these payments. If taxes are required to be withheld on any amounts to be paid by GitHub to you or from amounts which are subject to tax information reporting under applicable laws, GitHub will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and, as required, will secure and deliver to you an official receipt for any such taxes withheld as required under applicable laws. GitHub will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax laws or treaties. This includes you providing to GitHub adequate information required under applicable laws, such as IRS Forms W-8, W-9, or other information to establish exemptions from withholding. You will also be responsible for complying with any third-party payment processor’s terms and conditions regarding tax withholding and reporting, if applicable. Furthermore, GitHub reserves the right to suspend payments to your account until you provide GitHub with adequate documentation or information required under applicable laws for GitHub to determine any applicable tax withholding or reporting obligations that apply to the payments under these Additional Terms or Agreement.
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#### 4.2.3. Withholding of Sponsored Developer Payment for Breach.
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#### 3.2.3. Withholding of Sponsored Developer Payment for Breach.
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In the event of a Sponsored Developer's breach, or suspected breach, of these Additional Terms or the Agreement, GitHub reserves the right to withhold payment to the Sponsored Developer under these Additional Terms or otherwise, pending GitHub's reasonable investigation of the same. If GitHub determines, in its sole discretion, that a Sponsored Developer is in breach of these Additional Terms or the Agreement, GitHub may permanently withhold any amounts due to the Sponsored Developer.
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### 4.3. Payment Timing.
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### 3.3. Payment Timing.
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During the term, GitHub will remit to you all Sponsored Developer Payments received in a given month within 30 days after the close of that month, subject to the variables below. Payouts are sent through Stripe Connect, ACH transfer, or wire transfer to the bank account you provided when you applied for GitHub Sponsors. We are not responsible for delay or misapplication of any Sponsored Developer Payment because of incorrect or incomplete information supplied by you or a bank, or for failure of a bank to credit your account.
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@ -142,23 +150,23 @@ During the term, GitHub will remit to you all Sponsored Developer Payments recei
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- After termination, we will remit to you all Sponsored Developer Payments received and unpaid within approximately 90 days after the end of the calendar month in which we recognize that these Additional Terms have been terminated.
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### 4.4. Payment Method.
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### 3.4. Payment Method.
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We will remit Sponsored Developer Payments by ACH/SEPA or wire to an account that you specify subject to the thresholds, methods and timeframes provided in our then-current payment policies, which we may update from time to time. The payment method and threshold may vary depending on the country and account information you provide. We may, at our sole discretion, combine the Sponsored Developer Payment with any other payments that may be owed to you.
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### 4.5. Currency.
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### 3.5. Currency.
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All references to currency are to USD. If you are outside of the United States, we may convert USD to the local currency of your address for payment, using our then-current conversion rates.
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### 4.6. Refund Requirements.
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### 3.6. Refund Requirements.
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You will be responsible for specifying the terms and conditions regarding any refunds, if any, to your Sponsors. In no event shall GitHub be responsible for providing any support for refunds, nor shall GitHub be liable for payment of any refund.
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### 4.7. Requested Payment Information.
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### 3.7. Requested Payment Information.
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To pay you, you must provide us with complete and accurate financial, tax, and banking information that we request (for example, by means of account creation or setup, or otherwise). We will notify you, by any means of communication, of changes to what information is required. If you fail to accurately provide (or accurately maintain) such information, (a) we can deduct from your Sponsored Developer Payment any related bank fees, and (b) we can terminate these Additional Terms and you may forfeit any amounts owed to you by GitHub.
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### 4.8. Stripe Connect
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### 3.8. Stripe Connect
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If you are paid through Stripe Connect, the following additional terms apply to your usage of GitHub Sponsors:
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@ -174,9 +182,9 @@ _Applies to Sponsored Developer Accounts in all other countries._
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We use Stripe to make payouts to Sponsored Developer Accounts. The [Stripe Recipient Agreement](https://stripe.com/connect-account/legal/recipient) applies to your receipt of such payouts. To receive payouts from GitHub Sponsors, you must provide us accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your payout with Stripe.
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## 5. Representations and Warranties; Limitation of Liability; Indemnification.
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## 4. Representations and Warranties; Limitation of Liability; Indemnification.
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### 5.1. By Sponsored Developer.
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### 4.1. By Sponsored Developer.
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Sponsored Developer represents and warrants that:
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@ -188,46 +196,113 @@ Sponsored Developer represents and warrants that:
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- you will comply with all laws and regulations, and your Sponsored Developer Content is not illegal and does not violate any laws or regulations.
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### 5.2. Disclaimer of Warranties; Limitation of Liability; Indemnification.
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### 4.2. Disclaimer of Warranties; Limitation of Liability; Indemnification.
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YOU EXPLICITLY AGREE THAT SECTIONS O (DISCLAIMER OF WARRANTIES), P (LIMITATION OF LIABILITY), AND Q (RELEASE AND INDEMNIFICATION) OF THE AGREEMENT APPLY TO THESE ADDITIONAL TERMS.
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## 6. Term and Termination.
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## 5. Term and Termination.
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### 6.1. Term.
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### 5.1. Term.
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These Additional Terms commence on the Effective Date and remain in effect as long as you participate in the Program.
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### 6.2. Suspension.
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### 5.2. Suspension.
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GitHub may suspend your Sponsored Developer Account immediately if you violate these Additional Terms or the Agreement in any way, or if you are placed on a restricted trade list or located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). Failure to correct or cure the cause for suspension may result in the termination of your Sponsored Developer Account.
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### 6.3. Termination.
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### 5.3. Termination.
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Either party may terminate these Additional Terms and your Sponsored Developer Account at any time with or without cause, with or without notice. If you breach these Additional Terms or the Agreement, we may, but are not obligated to, offer you a period of time to cure the breach.
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### 6.4. Effect of Termination.
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### 5.4. Effect of Termination.
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If either Party terminates under Section 6.3, GitHub’s sole obligation will be to pay Sponsored Developer the amount of the Sponsored Developer Payment accrued up until the date of termination, unless such payments are prohibited by law.
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If either Party terminates under Section 5.3, GitHub’s sole obligation will be to pay Sponsored Developer the amount of the Sponsored Developer Payment accrued up until the date of termination, unless such payments are prohibited by law.
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## 7. Miscellaneous.
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# Terms for Sponsors
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### 7.1. Entire Agreement.
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## 1. Sponsors Program.
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These Additional Terms, together with the Agreement, the GitHub Policies, the GitHub Privacy Statement, and any additional terms for different monetization options represent the entire agreement between you and GitHub.
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### 1.1 Description.
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GitHub will identify Projects based on the Sponsor’s dependencies for which investment is available at [Explore GitHub Sponsors](https://github.com/sponsors/explore)· GitHub or similar site and may work with Sponsor to help identify other potential Projects eligible for sponsorship. Sponsor shall invest in Projects in its sole discretion, including which Projects it sponsors and the amount of its sponsorship.
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### 7.2. Changes to the Terms.
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### 1.2 Invoice creation.
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GitHub will provide the Sponsor the ability to create an invoice to add funds to their account balance for the purpose of investing in the Projects it so chooses.
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We reserve the right, at our sole discretion, to amend these Additional Terms at any time. We will notify you of material changes to these Additional Terms, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. Your continued participation in the Program constitutes agreement to our revisions of these Additional Terms. You can view all changes to these Terms in our [Site Policy](https://github.com/github/site-policy) repository.
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### 1.3 Dashboard.
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GitHub will provide Sponsor with a dashboard reflecting their total sponsorship amount and balance.
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### 7.3. Third Party Beneficiaries.
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### 1.4 Feedback.
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Sponsors may provide Feedback to GitHub regarding the Program. Feedback is voluntary and is not Sponsor Confidential Information, even if designated as such. GitHub may fully exercise and exploit such Feedback for any purpose.
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Except as expressly stated, no person, firm, group or corporation other than the parties will be deemed to have acquired any rights by reason of anything contained in these Additional Terms.
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## 2. Payment.
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### 7.4. Independent Contractors.
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### 2.1 Payment.
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The parties are independent contractors. Neither party is an employer, employee, agent, partner or legal representative of the other for any purpose and neither has any right, power or authority to create any obligation or responsibility on the behalf of the other.
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Sponsor may create an invoice to add funds to their account balance for the purpose of investing in Projects. GitHub will issue an invoice to Sponsor upon completion of the invoice creation form. Sponsor will pay the Fees set forth in each invoice in full, without deduction or set-off of any kind, within thirty (30) days of the GitHub invoice date. Amounts reflected on each Invoice and which are payable under this Agreement are non-refundable.
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### 7.5. Publicity.
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### 2.2 Fees.
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We can issue a press release or other public communication related to your participation in the Program.
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An additional service fee (“Service Fee”) of 3% per transaction will be deducted from Sponsor’s account to cover GitHub’s administrative costs associated with offering the Program. If payment is made via credit card, an additional 3% fee will be applied.
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### 2.3 Taxes.
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Sponsor is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on GitHub's net income) that are imposed or become due in connection with this Agreement.
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## 3. Term and Termination.
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### 3.1 Term.
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This Agreement is effective for a period of one year commencing on the Effective Date, unless terminated earlier, as set forth below. Unless terminated as set forth herein, this Agreement will automatically renew for additional annual terms.
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### 3.2 Termination.
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If there is no active invoice pending, either party may terminate this Agreement on thirty (30) days’ prior written notice.
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## 4. Disclaimer; Limitation of Liability.
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### 4.1 Disclaimer.
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GitHub provides the Sponsor Program “AS IS” and “AS AVAILABLE,” and GitHub expressly disclaims all warranties, whether express, implied or statutory, regarding the Service, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, security, accuracy or non-infringement.
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## 4.2 Limitation of Liability.
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### 4.2.1 Exclusion of Indirect Damages.
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To the maximum extent permitted by applicable law, in no event will either party be liable to the other 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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### 4.2.2 Limitation of Total Liability.
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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 Sponsor has actually paid to GitHub during the twelve month period immediately preceding the event triggering potential liability.
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# General Program Terms (apply to both Sponsors and Sponsored Developers)
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### A. Confidentiality.
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The terms and conditions of this Agreement are the Confidential Information of both parties. Neither party will use Confidential Information provided by the other party hereunder, except as permitted by 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 will take all reasonable precautions to prevent any unauthorized disclosure of the other party's Confidential Information and will only disclose such Confidential Information to its employees, officers, directors, agents, independent contractors, consultants, and legal and financial advisors (“**representatives**”) who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section, and (iii) are informed of the restrictions on use and disclosure set forth in this Section. Each party is responsible for all acts and omissions of its representatives. The foregoing obligations will not restrict the receiving party from disclosing the other party’s Confidential Information pursuant to an order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party gives reasonable notice to the disclosing party to enable such party to contest such order or requirement, unless such notice is prohibited by law.
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### B. Publicity.
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|
||||
GitHub may issue press releases, blog posts, social media posts, and/or other public communication related to Sponsor’s (with Sponsor’s permission) or Sponsored Developer’s participation in the Program. Other than as necessary for such use, GitHub shall acquire no rights to use or refer to, or interest in, such Sponsor’s logo, name or names under this Agreement.
|
||||
|
||||
### C. Notices.
|
||||
|
||||
Notices or communications under this Agreement will be made in writing (email to suffice) to the individual identified on the applicable account. Notices will be deemed received one (1) business day after delivery, if sent by email, and three (3) business days after delivery, if sent via registered mail.
|
||||
|
||||
### D. Governing Law.
|
||||
|
||||
This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of law, and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California.
|
||||
|
||||
### E. Assignment.
|
||||
|
||||
Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent (not to be unreasonably withheld or delayed), and any attempt to do so will be null and void.
|
||||
|
||||
### F. Severability.
|
||||
|
||||
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the parties will modify this Agreement to give effect to such provision and the remaining provisions will continue in full force and effect.
|
||||
|
||||
### G. Entire Agreement.
|
||||
|
||||
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties, regarding such subject matter. This Agreement may only be amended by a writing signed by both parties that references this Agreement.
|
||||
|
||||
### H. Changes to the Terms.
|
||||
|
||||
We reserve the right, at our sole discretion, to amend these Additional Terms at any time. We will notify you of material changes to these Additional Terms, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. Your continued participation in the Program constitutes agreement to our revisions of these Additional Terms. You can view all changes to these Terms in our Site Policy repository.
|
||||
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|
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