Service Level Agreement

Coveralls Terms v2.0.0

These Coveralls Terms and the Order sent by Coveralls by e-mail or presented to Customer through https://coveralls.io/ make up an agreement between Provider and Customer:

Background

• Provider develops Coveralls, a software platform for measuring and reporting code coverage, a key metric of computer software quality.

• Provider publishes Documentation describing the features and functionality of Coveralls at https://docs.coveralls.io/.

• Provider offers Coveralls both through its Website, https://coveralls.io/, and via direct, account-managed sales.

• Provider offers Coveralls both as Hosted Service and as Licensed Software.

• These terms cover both Hosted Service and Licensed Software, depending on which is specified on the Order.

Provider's Obligations

Provide Coveralls

Hosted Service

If the Order is for Hosted Service:

Host the Service

Provider agrees to run Coveralls so that Customer Personnel can use the Feature Set by visiting the Website with computers and software that meet any requirements set out in the current Documentation.

Keep Customer Data Confidential

Provider agrees not to access, use, or disclose Customer Data without Permission, except:

• as needed to provide Coveralls

• to monitor use of Coveralls to prevent, detect, and mitigate breach of these terms

• to respond to Support Requests

Take Security Precautions

Provider agrees to take industry-standard security precautions to keep Customer Data that it has secure from inadvertent publication, leak, and hacker attack. Provider does not agree to make sure Customer Data is completely free of software bugs or configuration errors affecting security, or completely secure from all possible hacker attacks.

Prepare for Disasters

Provider agrees to:

• adopt, maintain, and periodically review a written plan to recover from any Disaster affecting the computers used to provide Coveralls or the integrity of Customer Data

• share the plan with relevant Provider personnel

• give Customer a copy of the current plan on request

• follow the plan if a Disaster happens

Use Responsible Subcontractors

Provider agrees to make sure its employees and contractors abide by Keep Customer Data Confidential, Take Security Precautions Prepare for Disasters and Keep Malicious Code Out of Coveralls. Provider may contract with others to provide computers and software services used to provide Coveralls to Customer.

Licensed Software

If the Order is for Licensed Software:

Provide a Download

Provider agrees to make the Latest Version of Coveralls supporting the Feature Set available for Customer to download through the Account Dashboard.

Document Installation and Configuration

Provider agrees to make sure the Documentation has instructions that enable a system administrator experienced with a supported operating system to install, configure, and run the Latest Version of Coveralls.

Make Sure Customer Can Download Software Dependencies

Provider agrees to make sure any Software Dependencies not included in the download of the Latest Version of Coveralls from the Account Dashboard are Publicly Licensed and generally available for Customer to download from a Public Software Repository. Provider does not agree to any Service-Level Agreement or other specific guarantee about any Public Software Repository.

Provide Support

If the Order includes technical support terms, Provider agrees to respond to Support Requests as the Order describes.

Publish Documentation

Provider agrees to host the Documentation so Customer personnel can read it via the Internet.

Give Credits for Bad Service

If the Order includes any Service-Level Agreement, Provider agrees to credit Customer's account on Notice and verification that it failed to provide service according to the Service-Level Agreement while Customer remained within the Use Limits and met its obligations under Follow Rules About Use and Enforce Rules About Use. Provider agrees to apply credits against Customer's obligations to pay Fees as soon as possible. Provider does not agree to refund any credits.

Refund Fees for Poor Service

If Provider credits Customer's account under a Service-Level Agreement for three months in a row, and Customer ends this agreement during the third month, citing poor service, Provider agrees to refund Fees that Customer paid for those three months, as well as any Prepaid Fees.

Refund Prepaid Fees for Removed Features

If Provider changes or removes Software Features from the Latest Version of Coveralls that were part of the Feature Set, substantially reducing how useful Coveralls is to Customer, and Customer ends this agreement in the same Billing Period as the change or the next Billing Period, citing the change, Provider agrees to refund any Prepaid Fees.

Keep Malicious Code Out of Coveralls

Provider agrees to make sure the Latest Version of Coveralls is free of malicious code.

Limit Validation Code in Coveralls

Provider may include code in the Latest Version of Coveralls that automatically disables Software Features on failure to validate administrative Access Credentials, but agrees not to include any code that disables Software Features based on monitoring of Use Limits. Provider may include code that monitors Use Limits, validates administrative Access Credentials, and reports results back to Provider systems.

Protect Customer from Liability

So long as Customer has paid all Fees as required by this agreement:

Indemnify Customer

Subject to Indemnification Process, Provider agrees to give Customer Indemnification for Legal Claims by others alleging that Permitted Use of Coveralls infringes any copyright, trademark, or trade secret right, or breaks any law.

Provide Assurance about Patents

As of the day Provider signs this agreement, Provider employees are not aware of any patent that Provider would infringe by licensing or providing Coveralls under these terms, or that Customer would infringe by Permitted Use of Coveralls.

Give Notice of Infringement and Noncompliance Claims

Provider agrees to give Customer prompt Notice of any Infringement or Noncompliance Claim.

Protect Customer After this Agreement Ends

Keep Customer Data Confidential and Indemnify Customer continue after this agreement ends.

Customer's Obligations

Pay Fees

Customer agrees to pay all Fees, in advance, for each Billing Period, as agreed in the Order. Customer agrees to pay all tax on fees, except tax Provider owes on income.

Handle Tax Withholding

If Customer is located outside the United States, and local law requires Customer to withhold taxes on fees paid under this agreement:

• Customer agrees to make the required tax withholding payments for Provider by deducting the right amounts from payments to Provider and paying them to the proper tax authorities.

• Customer agrees to increase the amount of each payment made under this agreement, to offset withholding, so that Provider receives the full amount owed according to the Order.

• Customer agrees to provide Provider relevant official tax documentation and tax receipts showing that withholding was required, and that proper withholding payment has been made, as soon as possible after making any withholding payment.

Follow Rules About Use

Customer agrees not to:

• infringe anyone else's Intellectual Property Right using Coveralls

• violate anyone else's rights using Coveralls

• breach any agreement using Coveralls

• break the law using Coveralls

• reverse engineer Coveralls

• circumvent any access controls or other limits of Coveralls

• circumvent code permitted under Limit Validation Code in Coveralls

• license, sell, lease, or otherwise let anyone but Customer Personnel use Software Features

• furnish or solicit Customer Data subject to Special Data Regulations

• reuse any one set of Access Credentials for multiple Users

• remove proprietary notices from Coveralls or Documentation

• use Coveralls for competitive analysis

• if the Order is for Hosted Service, strain the technical infrastructure of Coveralls with an unreasonable volume of requests, or requests expected to impose an unreasonable load, except with Permission to conduct a specific technical or security test

• publish data about the performance of Coveralls

Enforce Rules About Use

Customer agrees to make sure Customer Personnel and other personnel abide by Follow Rules About Use and Abide by Export Controls.

Update Account Details

Customer agrees to keep its contact, payment, and other administrative details complete, accurate, and up-to-date. Customer agrees to do so through the Account Dashboard whenever possible, and otherwise by Notice.

Keep Access Credentials Secret and Secure

Customer agrees to make sure Customer Personnel only share Access Credentials as needed to use Coveralls and services under these terms, and secure Access Credentials at least as well as Customer's own confidential information.

Abide by Export Controls

Coveralls is subject to United States export restrictions, and may be subject to foreign import restrictions. Customer agrees not to break any import or export law by exporting or reexporting Coveralls.

Respond to Support Follow-Ups

Customer agrees to make sure that relevant Customer Personnel respond quickly to follow-up questions about Support Requests.

Indemnify Provider

Subject to Indemnification Process, Customer agrees to give Provider Indemnification from Legal Claims by others based on:

• breach of these terms

• Customer Data

• Use of Coveralls at Customer's Own Risk

• misuse of Customer's Access Credentials

Protect Provider After this Agreement Ends

Pay Fees and Indemnify Provider continue after this agreement ends.

Intellectual Property

Copyright License

If the Order is for Licensed Software, Provider grants Customer and each of the Users a Standard License, for any copyrights Provider can license, to copy, install, back up, and make Permitted Use of Coveralls and Documentation.

Patent License

Provider grants Customer and each of the Users a Standard License, for any patents Provider can license, to make Permitted Use of Coveralls.

No Other Licenses

With the exceptions of the licenses in Intellectual Property, these terms do not license or assign any Intellectual Property Right.

Changes

Changes Customer May Make

Subject to Change Process:

• Customer may end this agreement at any time by giving Notice.

• If the Order describes a pricing structure for higher Use Limits, Customer may increase its Use Limits within that pricing structure at any time, by Notice. Customer increases to Use Limits take effect as soon as Customer pays any added Fees.

Changes Provider May Make

Subject to Change Process:

• Provider may end this agreement at the end of the twelfth or any later Billing Period by giving Notice at least three full Billing Periods in advance.

• Provider may end this agreement immediately if Customer breaches this agreement and fails to cure the breach within fourteen calendar days of Notice.

• Provider may add, remove, and change Software Features in the Latest Version of Coveralls.

• Provider may add, remove, and change the functionality of the Account Dashboard and Documentation.

• Provider may take any of these steps in response to an Infringement or Noncompliance Claim:

  • Provider may release a new Latest Version of Coveralls so that use of Coveralls as provided will no longer infringe or break the law.

  • Provider may change how it provides Coveralls so that use of Coveralls as provided will no longer infringe or break the law.

  • If the problem is infringement, Provider may get a license for Customer so that use of Coveralls will no longer infringe.

  • If the problem is illegality, Provider may get the government approvals, licenses, or other requirements needed to abide by the law.

  • Provider may end this agreement and refund any Prepaid Fees.

Liability

Agreed Legal Remedies

• Each side's only legal remedy for Legal Claims covered by Indemnification will be Indemnification.

• Customer's only legal remedy for failures to meet any Service-Level Agreement will be credits under Give Credits for Bad Service.

• Customer's only legal remedy for changes to Software Features in the Latest Version of Coveralls will be refunds under Refund Prepaid Fees for Removed Features.

Valid Excuses

Neither side will be liable for any failure or delay in meeting any Service-Level Agreement or other obligation under these terms caused by a Disaster, failure of the other side or its personnel to meet their obligations under these terms, or actions done or delayed on written request of the other side.

Only Express Warranties

Except for its obligations in Provider's Obligations, _Provider_ provides _Coveralls_ "as is", without any warranty at all. _Provider_ disclaims any warranties the law might otherwise imply, like warranties of merchantability, fitness for any particular purpose, title, or noninfringement.

Limited Damages

Damages Limit

Subject to Damages Limit Exceptions, neither side's total liability for breach of these terms will exceed the amount of _Fees_ _Provider_ received from _Customer_ during the twelve months before the first claim is filed. This limit applies even if the one liable is advised that the other may suffer damages, and even if _Customer_ paid no fees at all.

Damages Exclusion

Neither side will be liable for breach-of-contract damages they could not have reasonably foreseen when agreeing to these terms.

Damages Limit Exceptions

Limited Damages does not limit damages for breach of:

• Pay Fees

• Keep Customer Data Confidential

• Follow Rules About Use

• Enforce Rules About Use

• Provide Assurance about Patents

• Abide by Export Controls

• Indemnify Customer

• Indemnify Provider

Process

Indemnification Process

Both sides agree that to receive Indemnification under these terms, they must give Notice of any covered Legal Claims quickly, allow the other side to control investigation, defense, and settlement, and cooperate with those efforts. Both sides agree that if they fail to give Notice of any covered Legal Claims quickly, Indemnification will not cover amounts that could have been defended against or mitigated if Notice had been given quickly. Both sides agree that if they take control of the defense and settlement of any Legal Claims covered by Indemnification, they will not agree to any settlements that admit fault or impose obligations on the other side without their Permission.

Notice Process

Both sides agree that to give Notice under these terms, the side giving Notice must send by e-mail to the address the recipient given with its signature, or to a different address given later for Notice going forward. If either side finds that e-mail can't be delivered to the e-mail address given, it may give Notice by registered mail to the address on file for the recipient with the state under whose laws it is organized.

Change Process

Customer agrees to make changes to the Order through the Account Dashboard whenever possible. If the Account Dashboard does not provide a user interface for making a particular change, or the Account Dashboard is not available or malfunctions, Customer may make its change by Notice to Provider. Provider agrees to make changes to the Order by Notice.

General Contract Terms

Governing Law

The law of the state of California will govern our agreement.

No CCSG

The United Nations Convention on Contracts for the Sale of Goods will not apply to these terms.

No UCITA

The Uniform Computer Information Transactions Act will not apply to these terms.

Government Procurement

Coveralls is commercial computer software, and the Documentation is commercial computer software documentation. Both Coveralls and the Documentation were developed exclusively at private expense. If Customer's procurement of Coveralls and Documentation is subject to Federal Acquisition Regulation 12.212 or Defense Federal Acquisition Regulation Supplement 227.7202, Customer's rights in Coveralls and Documentation will be only those stated in the Order and these terms.

Whole Agreement

Both sides intend the Order and these terms as the final, complete, and only expression of their terms about use of Coveralls and related support services. However, these terms do not affect the terms of any separate nondisclosure or confidentiality agreement Provider and Customer may have.

Enforcement

Only Provider and Customer may enforce these terms.

Assignment

Each side may assign all its rights, licenses, and obligations under these terms, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires substantially all of its assets or enough securities to control its management. Otherwise, each side needs Permission to assign any right or license under these terms. Attempts to assign against these terms will have no legal effect.

Lawsuits

Forum

Both sides agree to bring any Lawsuit in Los Angeles Courts.

Exclusive Jurisdiction

Both sides consent to the exclusive jurisdiction of Los Angeles Courts. Both sides may enforce judgments from Los Angeles Courts in other jurisdictions.

Inconvenient Forum Waiver

Both sides waive any objection to venue for any Lawsuit in Los Angeles Courts and any claim that the other brought any Lawsuit in Los Angeles Courts in an inconvenient forum.

Definitions

• Access Credentials means a user name and password, license key, or other secret that affords use of Coveralls.

• Account Dashboard means the account management section of the administration page of Coveralls.

• Billing Period means a successive, month-long period. The first Billing Period starts on the date of this agreement. The plural is Billing Periods.

• Business Day means a day other than a Saturday, Sunday, or a day when commercial banks in Los Angeles, California typically stay closed. The plural is Business Days.

• Concurrent Users means the number of Users logged into or using Coveralls at any given time.

• Customer Data means data that:

  • Users furnish to Coveralls, such as by entering it or configuring Coveralls to gather or receive it, if doing so doesn't breach these terms

  • Coveralls collects about Users and how they use Coveralls

• Customer Personnel means Customer's employees and each Customer subsidiary's employees, as well as independent contractors providing services to Customer.

• Customer Systems means computer programs run by Customer or by independent contractors for Customer.

• Disaster means:

  • fire, flood, earthquake, pandemic, and other natural disasters

  • declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions

  • extraordinary malfunction of Internet infrastructure, data centers, or communications utilities

  • malicious technical attack on systems providing Coveralls

  • government actions taken in response to any of these causes

• Feature Set means all Software Features described in the Documentation on the date of this agreement.

• Fees means all fees agreed in the Order.

• Indemnification means indemnifying and holding harmless for all liability, expenses, damages, and costs.

• Infringement or Noncompliance Claim means a court order against use of Coveralls based on a claim that it infringes any Intellectual Property Right, or breaks any law, or a threat of that kind of claim that Provider believes credible.

• Intellectual Property Right means any patent, copyright, trademark, or trade secret right, or any other legal right typically referred to as an intellectual property right.

• Latest Version of Coveralls means the most recent version of Coveralls that Provider publicly promotes for use in production, rather than test or development, systems.

• Lawsuit means a lawsuit brought by one side against the other, related to these terms or Coveralls.

• Legal Claims means claims, demands, lawsuits, and other legal actions.

• Los Angeles Courts means the California state courts sitting in Los Angeles or the United States District Court for the Norther District of California.

• Notice means a written communication from one side to the other per Notice Process.

• Permission means prior Notice of consent.

• Permitted Use of Coveralls means Customer's use of Coveralls, other than Use of Coveralls at Customer's Own Risk.

• Prepaid Fees means Fees Customer prepaid for Billing Periods yet to begin.

• Public Software Repository means an website or Internet service that provides free-of-charge downloads of Publicly Licensed software.

• Publicly Licensed means published with a notice of a license to the public, or to everyone who receives a copy.

• Running Instances means the number of copies of Coveralls Customer runs at any given time.

• Service-Level Agreement means a Provider commitment to meet specific, measurable standards in providing a service, such as an uptime percentage for Hosted Service or a mean time of response to Support Requests.

• Software Dependencies means software from others that Coveralls depends on, installs, configures, or links, directly or indirectly, to provide the Feature Set.

• Software Features means functions of Coveralls described in the Documentation.

• Special Data Regulations means laws and regulations that impose special requirements on the collection, storage, processing, or transmission of particular kinds of data about individuals. The Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act, Children's Online Privacy Protection Act, and Fair Credit Reporting Act are some Special Data Regulations. Laws that apply to data just because they may identify specific individuals are not Special Data Regulations.

• Standard License means a nonexclusive license during the term of this agreement that is conditional on payment of all fees as required by these terms and limited by the Use Limits.

• Support Requests means questions and requests for help concerning Coveralls from Customer Personnel.

• Use of Coveralls at Customer's Own Risk means:

  • use of Coveralls in breach of these terms

  • use of Coveralls with changes, additions, or in combination with other software, systems, or data, in a way that infringes someone else's Intellectual Property Right or breaks the law, if use of Coveralls as provided, as described by the Documentation, would not

  • use of other than the Latest Version of Coveralls that infringes someone else's Intellectual Property Right or breaks the law, if Customer had Notice that using the Latest Version of Coveralls would not

  • unauthorized use of Coveralls with Customer Access Credentials

• Use Limits means numeric limits on technical aspects of Coveralls, such as amount of data storage space and visitors per Billing Period.

• User Accounts means the number of Users with Access Credentials, not counting any administrative Access Credentials.

• Users means Customer Personnel using Coveralls and Customer Systems using Coveralls.