Provider and User agree:
(a) The Website is at https://renovatebot.com
(b) The Account Dashboard is at https://renovatebot.com/account
(c) The Documentation is at https://renovatebot.com/docs
(a) These terms, together with the specifics of the accompanying Order, govern User's use of the Software. The Order is either:
(i) the order User submitted through the Account Dashboard, for a Product Offer that Provider made through the Account Dashboard
(ii) the order User submitted through another company's online marketplace, such as a GitHub Marketplace, for a Product Offer that Provider made through that marketplace
(iii) the purchase order User sent Provider, for a Product Offer that Provider quoted to User
(b) A Product Offer is an offer of specific Deal Terms from Provider:
(i) the Software: a specific version of Renovate
(ii) Hosted Software or Licensed Software
(iii) a Feature Set of Software Features
(iv) Use Allowances: numeric limits on use of the Software, such as "ten User Accounts", "two Running Instances", or "twenty Concurrent Users"
(v) Software Pricing: a way to calculate Software Fees, such as a flat amount for a set number of User Accounts, an amount based on the number of Running Instances, or a free, limited trial
(vi) a Commitment Period: the recurring period of time, starting on the Order date, when Provider commits to the Deal Terms, such as each month, each quarter, or each year
(vii) a Payment Method such as automatic credit card charges or bills paid by wire transfer
(viii) a Billing Cycle such as monthly or annually, on which User will pay for use of the Software
(ix) if the Product Offer is for Hosted Software, any Service-Level Agreement for the Website
(x) if the Product Offer includes support services:
(A) Support Terms setting how and when Provider will respond to Support Requests
(B) Support Pricing: a way to calculate Support Fees
(C) any Service-Level Agreement for response to Support Requests
(xi) any Eligibility Criteria that User must meet to order the Product Offer, such as 501(c)(3) tax-exempt status
(c) Custom Deal Terms. A Product Offer may allow User to choose particular Deal Terms for itself, such as Use Allowances numbers or Payment Method. User's choices on entering this agreement are also part of the Order.
(d) Default Deal Terms.
(i) If a Product Offer doesn't mention a currency for Software Pricing or Support Pricing, the currency is United States Dollars.
(ii) If a Product Offer doesn't mention a Feature Set, the Feature Set is all Software Features described in the Documentation on the Order date.
(iii) If a Product Offer offers a Payment Method that Provider must start by billing User, but does not mention payment terms, payments are due within thirty calendar days of receiving each bill, with late-payment interest of 1.5%, compounded monthly.
(iv) If a Product Offer includes support services, but doesn't say when Provider will respond to Support Requests, Provider will respond on Business Days from 8:30 AM to 6:30 PM, Central European Time.
(v) If a Product Offer includes support services, but doesn't say how User should route Support Requests, User must route support requests according to https://renovatebot.com/support, which Provider may update over time.
3. Provider's Obligations.
(a) Provide the Software.
(i) Hosted. If the Order is for Hosted Software:
(A) Run the Software. While the Order continues, Provider agrees to run the Software so that User Personnel can use the Feature Set by visiting the Website with computers and software that meet any requirements set out in the current Documentation.
(B) Send Access Credentials. If the Software requires Access Credentials, Provider agrees to send User a set of administrative Access Credentials for the Software on entering into this agreement. While the Order continues, Provider agrees to send User a new set of administrative Access Credentials on request.
(C) Keep User Data Confidential. Provider agrees not to access, use, or disclose User Data without Permission, except:
(I) as needed to provide the Software
(II) to monitor use of the Software to prevent, detect, and mitigate breach of these terms
(III) to respond to Support Requests
(D) Take Security Precautions. Provider agrees to take industry-standard security precautions to keep User Data that it has secure from inadvertent publication, leak, and hacker attack. Provider does not agree to make sure User Data is completely free of software bugs or configuration errors affecting security, or completely secure from all possible hacker attacks.
(E) Prepare for Disasters. If the Order includes a Service-Level Agreement for uptime, while the Order continues, Provider agrees to:
(I) adopt, maintain, and periodically review a written plan to recover from any Disaster affecting the computers used to provide the Software or the integrity of User Data
(II) share the plan with relevant Provider personnel
(III) give User a copy of the current plan on request
(IV) follow the plan if a Disaster happens
(F) Use Responsible Subcontractors. Provider agrees to make sure its employees and contractors abide by Section 3(a)(i)(C) (Keep User Data Confidential), Section 3(a)(i)(D) (Take Security Precautions), Section 3(a)(i)(E) (Prepare for Disasters), and Section 3(g) (Keep Malicious Code Out of the Software). Provider may contract with others to provide computers and software services used to provide the Software to User.
(ii) Licensed. If the Order is for Licensed Software:
(A) Provide a Download. While the Order continues, Provider agrees to make the Latest Version of the Software supporting the Feature Set available for User to download through the Account Dashboard.
(B) Document Installation and Configuration. While the Order continues, 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 the Software.
(C) Make Sure User Can Download Software Dependencies. While the Order continues, Provider agrees to make sure any Software Dependencies not included in the download of the Latest Version of the Software from the Account Dashboard are Publicly Licensed and generally available for User 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.
(b) Provide Support. While the Order continues, if the Order includes Support Terms, Provider agrees to respond to Support Requests as the Support Terms describe.
(c) Publish Documentation. While the Order continues, Provider agrees to host the Documentation so User personnel can read it via the Internet.
(d) Give Credits for Bad Service. If the Order includes any Service-Level Agreement, Provider agrees to credit User's account on Notice and verification that it failed to provide service according to the Service-Level Agreement while User remained within the Use Allowances and met its obligations under Section 4(b) (Follow Rules About Use) and Section 4(c) (Enforce Rules About Use). Provider agrees to apply credits against User's obligations to pay Fees as soon as possible. Provider does not agree to refund any credits.
(e) Refund Fees for Poor Service. If Provider credits User's account under a Service-Level Agreement for three months in a row, and User ends the Order during the third month, citing poor service, Provider agrees to refund Fees that User paid for those three months, as well as any Prepaid Fees.
(f) Refund Prepaid Fees for Removed Features. If Provider changes or removes Software Features from the Latest Version of the Software that were part of the Feature Set, substantially reducing how useful the Software is to User, and User ends the Order within three calendar months of the change, citing the change, Provider agrees to refund any Prepaid Fees.
(g) Keep Malicious Code Out of the Software. While the Order continues, Provider agrees to make sure the Latest Version of the Software is free of malicious code.
(h) Limit Validation Code in the Software. Provider may include code in the Latest Version of the Software that sends network requests to Provider systems and automatically disables Software Features on failure to validate any required administrative Access Credentials. Provider agrees not to include any code that disables Software Features based on monitoring of Use Allowances. Provider may include code that monitors Use Allowances, validates any administrative Access Credentials, and reports results back to Provider systems.
(i) Protect User from Liability. So long as the Pricing requires User to pay some amount of Software Fees, and User has paid all Fees as required by the Pricing:
(i) Indemnify User. Subject to Section 8(a) (Indemnification Process), Provider agrees to give User Indemnification for Legal Claims by others alleging that Permitted Use of the Software infringes any copyright, trademark, or trade secret right, or breaks any law.
(ii) Provide Assurance about Patents. As of the Order date, Provider is not aware of any patent that Provider would infringe by licensing or providing the Software under these terms, or that User would infringe by Permitted Use of the Software.
(iii) Give Notice of Infringement Claims. Provider agrees to give User prompt Notice of any Infringement Claim.
4. User's Obligations.
(a) Pay Fees. User agrees to pay all Fees, in advance, for each period on the Billing Cycle, using the agreed Payment Method. User agrees to pay all tax on Software Fees and Support Fees, except tax Provider owes on income.
(b) Follow Rules About Use. User agrees not to:
(i) read or modify the Software or its data stores, other than as necessary to use the Software according to the Documentation, or to make and restore backups
(ii) reverse engineer the Software
(iii) circumvent any access controls or other limits of the Software
(iv) circumvent code permitted under Section 3(h) (Limit Validation Code in the Software)
(v) violate others others' intellectual property or other rights using the Software
(vi) breach any agreement using the Software
(vii) break the law using the Software
(viii) license, sell, lease, or otherwise let anyone but User Personnel use Software Features
(ix) furnish User Data in any way that infringes any Intellectual Property Right, breaks any law, or breaches any other agreement
(x) furnish User Data subject to Special Data Regulations
(xi) reuse any one set of Access Credentials for multiple Users
(xii) remove proprietary notices from Software or Documentation
(xiii) use the Software for competitive analysis
(xiv) if the Order is for Hosted Software, configuring the Software in such a way that it strains the technical infrastructure of the Software with an unreasonable volume of requests, or requests expected to impose an unreasonable load
(xv) publish data about the performance of the Software
(c) Enforce Rules About Use. User agrees to make sure User Personnel and other personnel abide by Section 4(b) (Follow Rules About Use) and Section 4(g) (Abide by Export Controls).
(d) Update Account Details. While the Order continues, User agrees to use the Account Dashboard to keep its contact, payment, and other administrative details complete, accurate, and up-to-date.
(e) Notify Provider if it Becomes Ineligible for the Package. User agrees to give Notice if it stops meeting any of the Eligibility Criteria before the Order ends.
(f) Keep Access Credentials Secret and Secure. User agrees to make sure User Personnel only share any Access Credentials as needed to use the Software and services under these terms, and secure any Access Credentials at least as well as User's own confidential information.
(g) Abide by Export Controls. The Software is subject to United States export restrictions, and may be subject to foreign import restrictions. User agrees not to break any import or export law by exporting or reexporting the Software.
(h) Indemnify Provider. Subject to Section 8(a) (Indemnification Process), User agrees to give Provider Indemnification from Legal Claims by others based on:
(i) breach of these terms
(ii) User Data
(iii) Use of the Software at User's Own Risk
(iv) misuse of User's Access Credentials, if any
5. Intellectual Property.
(a) Copyright License. If the Order is for Licensed Software, Provider grants User and each of the Users a Standard License, for any copyrights Provider can license, to copy, install, back up, and make Permitted Use of the Software and Documentation.
(b) Patent License. Provider grants User and each of the Users a Standard License, for any patents Provider can license, to make Permitted Use of the Software.
(c) No Other Licenses. With the exceptions of the licenses in Section 5 (Intellectual Property), these terms do not license or assign any Intellectual Property Right.
(a) Changes User May Make. Subject to Section 8(c) (Change Process):
(i) User may end the Order at any time.
(ii) If Software Pricing and any Support Pricing can calculate Fees for different Use Allowances, User may change its Use Allowances within any Pricing limits at any time. User changes to Use Allowances take effect as soon as User pays any added Fees under the Pricing.
(b) Changes Provider May Make. Subject to Section 8(c) (Change Process):
(i) Provider may end the Order whenever Pricing does not require User to pay any amount of Software Fees.
(ii) Provider may end the Order if User stops meeting any of the Eligibility Criteria.
(iii) Provider may end the Order at the end of any Commitment Period by giving Notice at least one Billing Cycle in advance.
(iv) Provider may end the Order immediately if User breaches these terms.
(v) Provider may add, remove, and change Software Features in the Latest Version of the Software.
(vi) Provider may add, remove, and change the functionality of the Account Dashboard and Documentation.
(vii) Provider may take any of these steps in response to an Infringement Claim:
(A) Provider may release a new Latest Version of the Software so that Permitted Use of the Software will no longer infringe or break the law.
(B) If the Order is for Hosted Software, Provider may change how it provides the Software so that Permitted Use of the Software will no longer infringe or break the law.
(C) If the problem is infringement, Provider may get a license for User so that Permitted Use of the Software will no longer infringe.
(D) If the problem is illegality, Provider may get the government approvals, licenses, or other requirements needed to abide by the law.
(E) Provider may end the Order and refund any Prepaid Fees.
(c) Renewal. Unless the Product Offer says otherwise, the Order will automatically renew for another Commitment Period when the prior Commitment Period ends. Either side may stop the Order from renewing by ending it before it renews.
(a) Agreed Legal Remedies.
(i) Each side's only legal remedy for Legal Claims covered by Indemnification will be Indemnification.
(ii) User's only legal remedy for failures to meet any Service-Level Agreement will be credits under Section 3(d) (Give Credits for Bad Service).
(iii) User's only legal remedy for changes to Software Features in the Latest Version of the Software will be refunds under Section 3(f) (Refund Prepaid Fees for Removed Features).
(b) 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.
(c) Only Express Warranties. With the exception of its obligations in Section 3 (Provider's Obligations), Provider provides the Software "as is", without express or implied warranties about the quality of the Software, the security or correct operation of any Hosted Software, or the quality of any services. Provider disclaims any warranties the law might otherwise imply, like warranties of merchantability, fitness for any particular purpose, title, or noninfringement.
(d) Limited Damages.
(i) Subject to Section 7(d)(iii) (Damages Limit Exceptions), neither side's total liability for breach of these terms will exceed the amount of Fees Provider received from User 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 User paid no fees at all.
(ii) Subject to Section 7(d)(iii) (Damages Limit Exceptions), neither side will be liable for breach-of-contract damages they could not have reasonably foreseen when agreeing to these terms.
(iii) Damages Limit Exceptions. Section 7(d) (Limited Damages) does not limit damages for breach of:
(A) Section 4(a) (Pay Fees)
(B) Section 3(a)(i)(C) (Keep User Data Confidential)
(C) Section 4(b) (Follow Rules About Use)
(D) Section 4(c) (Enforce Rules About Use)
(E) Section 3(i)(ii) (Provide Assurance about Patents)
(F) Section 4(g) (Abide by Export Controls)
(G) Section 3(i)(i) (Indemnify User)
(H) Section 4(h) (Indemnify Provider)
(a) 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.
(b) 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.
(c) Change Process. User 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, User may make its change by Notice to Provider. Provider agrees to make changes to the Order by Notice.
9. General Contract Terms.
(a) No CCSG. The United Nations Convention on Contracts for the Sale of Goods will not apply to these terms.
(b) No UCITA. The Uniform Computer Information Transactions Act will not apply to these terms.
(c) Government Procurement. The Software is commercial computer software, and the Documentation is commercial computer software documentation. Both Software and the Documentation were developed exclusively at private expense. If User's procurement of the Software and Documentation is subject to Federal Acquisition Regulation 12.212 or Defense Federal Acquisition Regulation Supplement 227.7202, User's rights in the Software and Documentation will be only those stated in the Order and these terms.
(d) Whole Agreement. Both sides intend the Order and these terms as the final, complete, and only expression of their terms about use of the Software and related support services. However, these terms do not affect the terms of any separate nondisclosure or confidentiality agreement Provider and User may have.
(e) Enforcement. Only Provider and User may enforce these terms.
(f) 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.
(i) Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC).
(ii) The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
(iii) The seat of arbitration shall be Stockholm, Sweden.
(iv) The language to be used in the arbitral proceedings shall be English.
(v) This contract shall be governed by the substantive law of State of California.
(a) Access Credentials means a user name and password, license key, or other secret that affords use of the Software.
(b) Business Days means days other than Saturdays, Sundays, and days when commercial banks in Stockholm, Sweden typically stay closed.
(c) Concurrent Users means the number of Users logged into or using the Software at any given time.
(d) User Data means data that:
(i) Users furnish to the Software, such as by entering it or configuring the Software to gather or receive it, if doing so doesn't breach these terms
(ii) the Software collects about Users and how they use the Software
(e) User Personnel means User's employees and each User subsidiary's employees, as well as independent contractors providing services to User.
(f) User Systems means computer programs run by User or by independent contractors for User.
(g) Software Dependencies means software from others that the Software depends on, installs, configures, or links, directly or indirectly, to provide the Feature Set.
(h) Disaster means:
(i) fire, flood, earthquake, and other natural disasters
(ii) declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions
(iii) extraordinary malfunction of Internet infrastructure, data centers, or communications utilities
(iv) government actions taken in response to any of these causes
(i) Fees means Software Fees and Support Fees.
(j) Indemnification means indemnifying and holding harmless for all liability, expenses, damages, and costs.
(k) Infringement Claim means a court order against User's use of the Software 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.
(l) 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.
(m) Latest Version of the Software means the most recent version of the Software that Provider publicly promotes for use in production, rather than test or development, systems.
(n) Legal Claims means claims, demands, lawsuits, and other legal actions.
(o) Notice means a written communication from one side to the other per Section 8(b) (Notice Process).
(p) Permission means prior Notice of consent.
(q) Permitted Use of the Software means User's use of the Software, other than Use of the Software at User's Own Risk.
(r) Prepaid Fees means Fees User prepaid for time remaining in the current Billing Cycle.
(s) Pricing means Software Pricing and any Support Pricing.
(t) Publicly Licensed means published with a notice of a license to the public, or to everyone who receives a copy.
(u) Public Software Repository means an website or Internet service that provides free-of-charge downloads of Publicly Licensed Software.
(v) Running Instances means the number of copies of the Software User runs at any given time.
(w) Service-Level Agreement means a Provider commitment to meet specific, measurable standards in providing a service, such as an uptime percentage for Hosted Software or a mean time of response to Support Requests.
(x) Software Features means functions of the Software described in the Documentation.
(y) 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.
(z) Standard License means a nonexclusive license while the Order continues that is conditional on payment of all Software Fees as required by these terms and limited by the Use Allowances.
(aa) Support Requests means questions and requests for help concerning the Software from User Personnel.
(ab) Use of the Software at User's Own Risk means:
(i) use of the Software in breach of these terms
(ii) use of the Software with changes, additions, or in combination with other software, computers, or data, in a way that infringes someone else's Intellectual Property Right or breaks the law, if use of the Software as provided, as described by the Documentation, would not
(iii) use of other than the Latest Version of the Software that infringes someone else's Intellectual Property Right or breaks the law, if User had Notice that using the Latest Version of the Software would not
(iv) unauthorized use of the Software with User Access Credentials
(ac) User Accounts means the number of Users with Access Credentials, not counting any administrative Access Credentials.
(ad) Users means User Personnel using the Software and User Systems using the Software.