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Copy file name to clipboardExpand all lines: Policies/github-corporate-terms-of-service.md
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@@ -348,11 +348,11 @@ Subject to the limitations above, you agree to indemnify us and us hold harmless
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If you have a dispute with one or more Users, you agree to release GitHub from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, provided that GitHub (i) promptly gives you written notice of the claim, demand, suit or proceeding; (ii) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases GitHub of all liability); and (iii) provides to you all reasonable assistance, at your expense.
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#### 2. GitHub’s Indemnification
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We’ll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it’s based on an allegation that GitHub’s service infringes a copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section N, above, Limitation of Liability, we’ll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
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We’ll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it’s based on an allegation that GitHub’s service infringes a copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section P, above, Limitation of Liability, we’ll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
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You understand that we’ll have no obligation to indemnify you for any claim (1) if the total aggregate fees received by GitHub with respect to your subscription to the services in the 12 month period immediately preceding the claim is less than US $50,000; (2) if the services are modified by any party other than GitHub, but solely to the extent the alleged infringement is caused by such modification; (3) if the services are used in combination with any services, software, or equipment without prior written authorization by GitHub, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of the services; (5) to any Claim arising as a result of (y) your Content (or circumstances covered by your indemnification obligations in this Section O (Release and Indemnification: Customer’s Indemnification)) or (z) any third-party deliverables or components contained with the services; or (6) if you settle or make any admissions with respect to a claim without GitHub’s prior written consent.
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You understand that we’ll have no obligation to indemnify you for any claim (1) if the total aggregate fees received by GitHub with respect to your subscription to the services in the 12 month period immediately preceding the claim is less than US $50,000; (2) if the services are modified by any party other than GitHub, but solely to the extent the alleged infringement is caused by such modification; (3) if the services are used in combination with any services, software, or equipment without prior written authorization by GitHub, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of the services; (5) to any Claim arising as a result of (y) your Content (or circumstances covered by your indemnification obligations in this Section Q (Release and Indemnification: Customer’s Indemnification)) or (z) any third-party deliverables or components contained with the services; or (6) if you settle or make any admissions with respect to a claim without GitHub’s prior written consent.
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If your use of the services is, or in our reasonable opinion is likely to be, subject to a Claim under this Section N, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in this Section O): (i) procure for you the right to continue using the services; (ii) replace or modify the services so that they are non-infringing and substantially equivalent in function to the original services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate these Terms of Service.
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If your use of the services is, or in our reasonable opinion is likely to be, subject to a Claim under this Section Q, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in this Section Q): (i) procure for you the right to continue using the services; (ii) replace or modify the services so that they are non-infringing and substantially equivalent in function to the original services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate these Terms of Service.
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### R. Changes to These Terms
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**Short version:***We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.*
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